<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

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


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

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

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



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

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

                      Yes   X            No
                          -----             -----
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of July 23, 1999:  7,138,879

<PAGE>
<TABLE>
<CAPTION>

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


                                                                                 June 30,              December 31,
                                                                                  1999                    1998
                                                                            ------------------     ------------------
<S>                                                                          <C>                    <C>
Assets:
Cash and due from banks                                                      $         39,098       $         50,483
Federal funds sold                                                                      2,500                      -
                                                                            ------------------     ------------------
   Cash and cash equivalents                                                           41,598                 50,483
Securities available-for-sale                                                         237,435                279,676

Loans, net of allowance for loan losses of $(9,716) and $(8,207)                      554,926                524,227
Premises and equipment, net                                                            16,375                 16,088
Other real estate owned                                                                   719                  1,412
Accrued interest receivable                                                             5,666                  5,821
Other assets                                                                           31,706                 26,892
                                                                            ------------------     ------------------
     Total assets                                                             $       888,425        $       904,599
                                                                            ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                   $       134,907        $       148,840
 Interest-bearing demand                                                              138,048                149,698
 Savings                                                                              220,433                220,810
 Time certificates                                                                    252,707                249,825
                                                                             ------------------     ------------------
     Total deposits                                                                   746,095                769,173
Fed funds purchased                                                                     3,600                 14,000
Accrued interest payable and other liabilities                                         12,020                 11,473
Long term borrowings                                                                   55,515                 37,924
                                                                            ------------------     ------------------
     Total liabilities                                                                817,230                832,570


Shareholders' equity:
Common stock                                                                           49,301                 48,838
Retained earnings                                                                      25,335                 22,257
Accumulated other comprehensive income                                                 (3,441)                   934
                                                                            ------------------     ------------------
     Total shareholders' equity                                                        71,195                 72,029
                                                                            ------------------     ------------------
     Total liabilities and shareholders' equity                               $       888,425       $        904,599
                                                                            ==================     ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                                For the three months                   For the six months
                                                   ended June 30,                        ended June 30,
                                                   --------------                        --------------
                                              1999               1998                1999               1998
                                              ----               ----                ----               ----
<S>                                         <C>                 <C>                <C>               <C>
Interest income:
  Interest and fees on loans                $    12,889        $    11,922          $   25,273       $    23,243
  Interest on investment
   securities-taxable                             3,108              3,860               6,513             7,490
  Interest on investment
   securities-tax exempt                            562                437               1,110               685
  Interest on federal funds sold                     35                 62                  43               128
                                          --------------     --------------      --------------     -------------
     Total interest income                       16,594             16,281              32,939            31,546
                                          --------------     --------------      --------------     -------------

Interest expense:
  Interest on deposits                            5,066              5,867              10,175            11,579
  Interest on federal funds purchased                94                 64                 295                68
  Interest on repurchase agreements                  21                159                  28               212
  Interest on other borrowings                      672                410               1,193               579
                                          --------------     --------------      --------------     -------------
     Total interest expense                       5,853              6,500              11,691            12,438
                                          --------------     --------------      --------------     -------------

     Net interest income                         10,741              9,781              21,248            19,108

Provision for loan losses                           870              1,235               1,710             2,060
                                          --------------     --------------      --------------     -------------
    Net interest income after
     provision for loan losses                    9,871              8,546              19,538            17,048

Noninterest income:
  Service charges and fees                        1,780              1,875               3,487             3,757
  Other income                                    1,588              2,080               2,843             3,204
                                          --------------     --------------      --------------     -------------
     Total noninterest income                     3,368              3,955               6,330             6,961
                                          --------------     --------------      --------------     -------------
Noninterest expenses:
  Salaries and related expenses                   4,480              4,228               8,913             8,415
  Other, net                                      4,407              4,880               8,460             9,080
                                          --------------     --------------      --------------     -------------
  Total noninterest expenses                      8,887              9,108              17,373            17,495
                                          --------------     --------------      --------------     -------------

Net income before income taxes                    4,352              3,393               8,495             6,514

  Income taxes                                    1,601              1,252               3,110             2,443
                                          --------------     --------------      --------------     -------------
     Net income                                   2,751              2,141               5,385             4,071

Basic earnings per common share           $        0.39      $        0.31       $        0.76      $       0.58
                                          ==============     ==============      ==============     =============
Diluted earnings per common share         $        0.38      $        0.29       $        0.74      $       0.56
                                          ==============     ==============      ==============     =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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



                                             Common stock                             Accumulated
                                                                                         other
                                       Number                         Retained       comprehensive                     Comprehensive
                                     of shares         Amount         earnings           income            Total           income
                                    -------------   -------------   -------------   ---------------    ------------    -------------
<S>                                  <C>              <C>             <C>            <C>                <C>            <C>
Balance, December 31, 1998             7,050,990        $ 48,831        $ 22,257       $       934        $ 72,029

Exercise of common stock
 options                                  79,850             403                                          $    403

Repurchase of common stock                (3,093)            (22)            (27)                         $    (49)

Common stock cash
 dividends                                                                (2,280)                         $ (2,280)

Stock option amortization                                     82                                          $     82

Comprehensive income:
 Net income                                                                5,385                          $  5,385       $  5,385
 Other comprehensive income, net of tax:
  Change in unrealized loss on securities,
  net of tax of ($2,535)                                                                    (4,375)       $ (4,375)      $ (4,375)
                                                                                                                       -------------
 Other comprehensive income                                                                                              $ (4,375)
                                                                                                                       -------------
Comprehensive income                                                                                                     $  1,010
                                    -------------   -------------   -------------   ---------------    ------------    =============
Balance, June 30, 1998                 7,127,747        $ 49,301        $ 25,335      $     (3,441)       $ 71,195
                                    =============   =============   =============   ===============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                          TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (in thousands)
                                                                              For the six months
                                                                                ended June 30,
                                                                           1999                1998
<S>                                                                     <C>                <C>
Operating activities:
Net income                                                              $   5,385          $   4,071
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:
    Provision for loan losses                                               1,710              2,060
    Provision for losses on other real estate owned                            10                342
    Depreciation and amortization                                           1,309              1,287
    Amortization of intangible assets                                         568                669
    Accretion of investment security discounts                                345               (138)
    Deferred income taxes                                                    (106)              (124)
    Investment security (gains) losses (net)                                  (24)              (137)
    (Gain) loss on sale of OREO                                              (170)               (30)
    (Gain) loss on sale of loans                                             (553)              (294)
    (Gain) loss on sale of fixed assets                                        (7)                69
    Amortization of stock options                                              82                 83
    (Increase) decrease in interest receivable                                155               (530)
    Increase (decrease) in interest payable                                  (379)               301
    (Increase) decrease in other assets and liabilities                    (1,532)             1,097
                                                                   ---------------      --------------
         Net cash provided (used) by operating activities                   6,793              8,726

Investing activities:
    Proceeds from maturities of securities held-to-maturity                     -              7,939
    Proceeds from maturities of securities available-for-sale              48,956             59,577
    Proceeds from sale of securities available-for-sale                    14,137             37,710
    Purchases of securities available-for-sale                            (28,083)          (136,066)
    Net (increase) decrease in loans                                      (32,627)           (42,029)
    Proceeds from sales of fixed assets                                        28                180
    Purchases of premises and equipment                                    (1,228)            (1,071)
    Purchases and additions to real estate properties                           -                (21)
    Proceeds from the sale of OREO                                            952              1,224
                                                                   ---------------      --------------
         Net cash provided (used) by investing activities                   2,135            (72,557)

Financing activities:
    Net increase (decrease) in deposits                                   (23,078)             1,384
    Net increase (decrease) in Fed funds purchased                        (10,400)              (300)
    Net increase (decrease) in repurchase agreements                            -             17,600
    Borrowings under long-term debt agreements                             21,000             30,000
    Payments of principal on long-term debt agreements                     (3,409)            (5,008)
    Cash dividends - Common                                                (2,280)            (1,498)
    Repurchase of common stock                                                (49)                 -
    Exercise of common stock options                                          403                 97
                                                                   ---------------      --------------
         Net cash provided (used) by financing activities                 (17,813)            42,275
                                                                   ---------------      --------------

         Increase (decrease) in cash and cash equivalents                  (8,885)           (21,556)
         Cash and cash equivalents at beginning of year                    50,483             63,476
                                                                   ---------------      --------------
         Cash and cash equivalents at end of period                  $     41,598       $     41,920
                                                                   ===============      ==============

Supplemental information:
    Cash paid for taxes                                              $      3,680       $      3,280
    Cash paid for interest expense                                   $     12,070       $     12,137
</TABLE>
<PAGE>
                                Item 1. Notes to Condensed Consolidated
                                          Financial Statements

Note A - Basis of Presentation

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

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

Note B - Comprehensive Income

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


                                        Three months ended     Six months ended
                                             June 30,              June 30,
                                         1999        1998      1999       1998
Net income                              $2,751      $2,141    $5,385     $4,071
Net change in unrealized gains (losses)
  on securities available-for-sale      (3,598)        183    (4,375)       152
                                        -------     -------   -------    -------
Comprehensive income                    $ (847)     $2,324    $1,010     $4,223
                                        =======     =======   =======    =======




<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, 1999
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,751     7,124,366       $0.39
Common stock options outstanding                   --       187,514
Diluted Earnings per Share
  Net income available to common shareholders  $2,751     7,311,880       $0.38
                                               ======     =========

                                                Three Months Ended June 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,141     7,007,285       $0.31
Common stock options outstanding                   --       281,196
Diluted Earnings per Share
  Net income available to common shareholders  $2,141     7,288,481       $0.29
                                               ======     =========

                                                 Six Months Ended June 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $5,385     7,115,024       $0.76
Common stock options outstanding                   --       189,689
Diluted Earnings per Share
  Net income available to common shareholders  $5,385     7,304,713       $0.74
                                               ======     =========

                                                 Six Months Ended June 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $4,071     6,997,967       $0.58
Common stock options outstanding                   --       285,048
Diluted Earnings per Share
  Net income available to common shareholders  $4,071     7,283,015       $0.56
                                               ======     =========
<PAGE>
Note D - Business Segments

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

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

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

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


<PAGE>


Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                      Community
                                       Banking          Other         Total
Three Months Ended June 30, 1999
Net interest income                   $  10,667      $     74      $  10,741
Noninterest income                        2,708           660          3,368
Noninterest expense                       8,523           364          8,887
Net income                                2,524           227          2,751
Assets                                $ 883,374      $  5,051      $ 888,425

Three Months Ended June 30, 1998
Net interest income                   $   9,779      $      2      $   9,781
Noninterest income                        3,294           661          3,955
Noninterest expense                       8,726           382          9,108
Net income                                1,969           172          2,141
Assets                                $ 821,834      $    588      $ 822,422

Six Months Ended June 30, 1999
Net interest income                   $  21,157      $     91      $  21,248
Noninterest income                        5,060         1,270          6,330
Noninterest expense                      16,707           666         17,373
Net income                                4,954           431          5,385
Assets                                $ 883,374      $  5,051      $ 888,425

Six Months Ended June 30, 1998
Net interest income                   $  19,105      $      3      $  19,108
Noninterest income                        5,826         1,135          6,961
Noninterest expense                      16,857           638         17,495
Net income                                3,757           314          4,071
Assets                                $ 821,834      $    588      $ 822,422


<PAGE>


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

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

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

Overview

The Company had record  quarterly  earnings of $2,751,000  for the quarter ended
June 30, 1999.  The quarterly  earnings  represented  a 28.5%  increase over the
$2,141,000  reported for the same period of 1998. Diluted earnings per share for
the second  quarter of 1999 were $0.38 versus $0.29 in the year earlier  period.
Earnings for the six months ended June 30, 1999 were $5,385,000  versus year ago
results of $4,071,000,  and represented a 32.3% increase.  The diluted  earnings
per share were $0.74 and $0.56 for the respective six-month periods.

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

Pretax earnings for the second quarter of 1999 were $4,352,000 versus $3,393,000
for the same period in 1998.  During the second  quarter of 1998,  the Bank sold
its credit card portfolio of $14,365,000 for a gain of $793,000 that is included
in noninterest  income for 1998. Net interest income reflected growth of 9.8% to
$10,741,000.  The interest income component was up $313,000 (1.9%) due to higher
quarter-over-quarter volume of earning assets ($807,687,000 versus $769,550,000)
offset by the effect of a 22 basis point  decrease  in yield on average  earning
assets.  Interest expense decreased $647,000 (10.0%) which was due predominately
to a 49 basis  point  decrease  in the  average  rate paid on  interest  bearing
liabilities. Net interest margin was 5.46% for the second quarter of 1999 versus
5.20% in the same  quarter of the prior year.  This higher net  interest  margin
reflects  the  effects  of a higher  growth  rate in earning  assets  versus the
interest-bearing  liabilities, and a larger decrease in the average rate paid on
interest bearing liabilities as compared to the decrease average yield earned on
interest  bearing assets.  The decrease in rates and yields from June of 1998 to
June of 1999 is a reflection of the general  decrease in market  interest  rates
that occurred in the fall of 1998. The provision for loan losses of $870,000 for
the second quarter of 1999 was $365,000  lower than the  $1,235,000  recorded in
the same quarter of 1998.

Excluding the gain on the sale of the credit card portfolio in 1998, noninterest
income for the second  quarter of 1999 increased  $206,000  (6.5%) from the same
period in 1998.  Income from service  charges and fees decreased  $95,000 (5.1%)
and was  primarily  due to the  absence  of credit  card  fees that  contributed
$122,000 of income in the second quarter of 1998. Other income,  net of the gain
on the sale of the credit  card  portfolio,  increased  $301,000  (23.4%) in the
second  quarter of 1999 versus the same  quarter in 1998.  Gain on sale of other
real estate owned  accounted for $156,000 of the increase.  Gains on the sale of
loans were up $115,000 to $195,000.  Commissions on the sale of mutual funds and
annuities were up $16,000 to $665,000.

Noninterest  expense decreased $221,000 (2.4%) in the second quarter 1999 versus
1998. Salary and benefit expense increased  $252,000 (6.0%) mostly due to higher
commission  payments to sales personnel and accruals for  performance  incentive
programs.  Base salaries  increased  $103,000  (3%).  Other  expenses  decreased
$473,000 (9.7%). On a  quarter-over-quarter  basis, provision for OREO valuation
was reduced $148,000 to $10,000 and all other expenses were favorable by a total
of $325,000.

Assets of the Company  totaled  $888,425,000  at June 30, 1999 and represented a
decrease of $16,174,000  (1.8%) and an increase of  $15,130,000  (1.7%) from the
December 31, 1998 and June 30, 1998 ending  balances,  respectively.  Changes in
earning assets from the prior year quarter end balances  included an increase in
loans  of  $73,339,000  to  $564,642,000   and  an  decrease  in  securities  of
$60,442,000 to $237,435,000.  From year end 1998 balances,  nonperforming assets
have  decreased  $529,000 and total  $2,548,000 at June 30, 1999.  Nonperforming
assets were 0.29% of total assets at quarter end.

Year to date 1999,  on an  annualized  basis,  the Company  realized a return on
assets of 1.21% and a return on equity of 14.68%  versus 0.99% and 12.19% in the
first half of 1998.  TriCo  Bancshares  ended the quarter  with a Tier 1 capital
ratio of 10.5% and a total risk-based capital ratio of 11.7%.

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



                                                           Three months
                                                          ended June 30,                  Percentage
                                                    1999                  1998              Change
                                                      (in thousands, except                increase
                                                       earnings per share)                (decrease)
<S>                                               <C>                   <C>                 <C>
Interest income                                   $    16,886           $    16,504           2.3%
Interest expense                                        5 853                 6,500         (10.0%)
                                               ---------------       ---------------

Net interest income                                    11 033                10,004          10.3%

Provision for loan losses                                 870                 1,235         (29.6%)
                                               ---------------       ---------------

Net interest income after                              10,163                 8,769          15.9%
  provision for loan losses

Noninterest income                                      3,368                 3,955         (14.8%)
Noninterest expenses                                    8,887                 9,108          (2.4%)
                                               ---------------       ---------------

Net income before income taxes                          4,644                 3,616          28.4%
Income taxes                                            1,601                 1,252          27.9%
Tax equivalent adjustment1                                292                   223          31.1%
                                               ---------------       ---------------

Net income                                       $      2,751                 2,141          28.5%
                                               ===============       ===============


Diluted earnings per common share                $       0.38          $       0.29          31.0%


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



                                                         Six months
                                                       ended June 30,                   Percentage
                                                  1999                 1998               Change
                                                    (in thousands, except                increase
                                                     earnings per share)                (decrease)
<S>                                             <C>                  <C>                 <C>
Interest income                                 $    33,516          $    31,895           10.5%
Interest expense                                     11,691               12,438            6.2%
                                             ---------------      ---------------

Net interest income                                  21,825               19,457           13.4%

Provision for loan losses                             1,710                2,060           71.7%
                                             ---------------      ---------------

Net interest income after                            20,115               17,397            9.0%
  provision for loan losses

Noninterest income                                    6,330                6,961           54.5%
Noninterest expenses                                 17,373               17,495            8.6%
                                             ---------------      ---------------

Net income before income taxes                        9,072                6,863           57.7%
Income taxes                                          3,110                2,443           54.7%
Tax equivalent adjustment1                              577                  349          167.7%
                                             ---------------      ---------------

Net income                                     $      5,385         $      4,071           54.0%
                                             ===============      ===============


Diluted earnings per common share              $       0.74         $       0.56           32.1%


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

Net Interest Income / Net Interest Margin

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

For the three months ended June 30, 1999,  interest  income  increased  $382,000
(2.3%) over the same period in 1998. The average balance of total earning assets
was higher by  $38,137,000  (5.0%).  Average loan balances  were up  $79,921,000
(16.9%)  while  average  balances  of  securities  and fed funds  sold were down
$41,784,000  (14.3%).  The average  yields on loans and Federal  Funds sold were
lower  by 76 and 89  basis  points  respectively,  while  the  average  yield on
securities  increased  11 basis  points.  The overall  yield on average  earning
assets fell 22 basis points to 8.36%.

For the second quarter of 1999, interest expense decreased $647,000 (10.0%) over
the year earlier period.  Average balances of interest-bearing  liabilities were
up  $17,173,000  (2.6%).  The  average  rate  paid on demand  deposits  and time
deposits  decreased  70 and 65 basis  points  respectively,  and  accounted  for
$252,000  and $396,000 of the decrease in interest  expense,  respectively.  The
average rate paid on interest bearing  liabilities  decreased 49 basis points to
3.50%.

The combined  effect of the increase in interest income and decrease in interest
expense for the second  quarter of 1999  versus 1998  resulted in an increase of
$1,029,000  (10.3%) in net interest income.  Net interest margin was up 26 basis
points  to  5.46%  from  5.20%  for the same  periods.  To the  extent  the Bank
continues to be successful in replacing  some of the  investment  portfolio with
higher yielding loans, the net interest margin should tend to move higher during
the balance of 1999.

The six month period ending June 30, 1999,  reflects an interest income increase
of $1,621,000  (5.1%) over the same period in 1998.  An increase of  $80,275,000
(17.3%) in average  balances on loans  accounted  for a  $4,027,000  increase in
interest  income.  The average yield  received on all earning assets for the six
month period ended June 30, 1999 was down 24 basis points to 8.30%, and resulted
in a $1,814,000 offset against interest income growth.

Interest  expense for the six month period  decreased  $747,000 (6.0%) from that
for the same period in 1998.  Volume  increases in deposits and borrowings added
$672,000 to interest expense. This was offset by a 42 basis point decline in the
overall  average  rate  paid on  interest-bearing  liabilities  in the first six
months of 1999 to 3.50%, which decreased interest expense by $1,419,000.

The combined  effect of the increase in interest income and decrease in interest
expense for the first six months of 1999 versus 1998  resulted in an increase of
$2,368,000  (12.2%) in net interest  income.  Net interest  margin rose 22 basis
points to 5.40 from 5.21%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and six month  periods  ended June 30,  1999 versus the same  periods in
1998.
<PAGE>
<TABLE>
<CAPTION>
                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                 Three Months Ended
                                                 6/30/99                                     6/30/98

                                   Average         Income/        Yield/      Average           Income/       Yield/
                                   Balance1        Expense        Rate        Balance1          Expense       Rate
<S>                               <C>              <C>           <C>          <C>              <C>            <C>
Assets
Earning assets
  Loans 2,3                        $  553,029      $  12,889       9.32%       $  473,108       $ 11,922      10.08%
  Securities4                         251,714          3,962       6.30%          292,051          4,520       6.19%
  Federal funds sold                    2,944             35       4.76%            4,391             62       5.65%
                                  -------------   ------------               --------------    -----------
    Total earning assets              807,687         16,886       8.36%          769,550         16,504       8.58%
                                                  ------------                                 -----------
Cash and due from bank                 35,110                                      30,960
Premises and equipment                 16,323                                      17,877
Other assets,net                       33,957                                      33,501
Less:  allowance
  for loan losses                      (9,223)                                     (7,023)
                                 -------------                              --------------
      Total                        $  883,854                                  $  844,865
                                 =============                              ==============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $  143,329            561       1.57%       $  133,156            755       2.27%
  Savings deposits                    222,717          1,681       3.02%          207,106          1,589       3.07%
  Time deposits                       243,713          2,824       4.63%          266,663          3,523       5.28%
Federal funds purchased                 7,538             94       4.99%            4,543             64       5.64%
Short-term debt                         1,701             21       4.94%           11,224            159       5.67%
Long-term debt                         49,649            672       5.41%           28,782            410       5.70%
                                 -------------   ------------               --------------    -----------
   Total interest-bearing
      liabilities                     668,647          5,853       3.50%          651,474          6,500       3.99%
                                                 ------------                                 -----------
Noninterest-bearing deposits          129,864                                     114,117
Other liabilities                      11,942                                      11,885
Shareholders' equity                   73,401                                      67,389
                                 -------------                              --------------
    Total liabilities
      and shareholders' equity    $   883,854                                  $  844,865
                                 =============                              ==============

Net interest rate spread5                                          4.86%                                      4.59%
Net interest income/net                            $  11,033                                    $ 10,004
                                                 ============                                 ===========
  interest margin6                                     5.46%                                       5.20%
                                                 ============                                 ===========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $751,000 in 1999 and $802,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at June 30, 1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities. 6Net interest margin is computed by dividing net interest income by
total average earning assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                   Six Months Ended
                                                 6/30/99                                     6/30/98

                                     Average         Income/        Yield/        Average        Income/       Yield/
                                     Balance1        Expense        Rate          Balance1       Expense       Rate
<S>                                <C>            <C>              <C>         <C>           <C>               <C>
Assets
Earning assets
  Loans 2,3                         $  543,595     $   25,273        9.30%      $  463,320    $   23,243       10.03%
  Securities4                          262,671          8,200        6.24%         279,615         8,524        6.10%
  Federal funds sold                     1,839             43        4.68%           4,424           128        5.79%
                                 --------------  -------------                -------------  ------------
    Total earning assets               808,105         33,516        8.30%         747,359        31,895        8.54%
                                                 -------------                               ------------
Cash and due from bank                  35,351                                      31,815
Premises and equipment                  16,215                                      18,431
Other assets,net                        34,629                                      33,960
Less:  allowance
  for loan losses                       (8,847)                                     (6,822)
                                 --------------                               -------------
      Total                         $  885,453                                  $  824,743
                                 ==============                               =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $  144,318          1,125        1.56%      $  133,383         1,503        2.25%
  Savings deposits                     223,609          3,360        3.01%         212,145         3,237        3.05%
  Time deposits                        244,209          5,690        4.66%         259,233         6,839        5.28%
Federal funds purchased                 11,909            295        4.95%           2,389            68        5.69%
Short-term debt                          1,128             28        4.96%           7,473           212        5.67%
Long-term debt                          43,705          1,193        5.46%          20,110           579        5.76%
                                 --------------  -------------                -------------  ------------
   Total interest-bearing
      liabilities                      668,878         11,691        3.50%         634,733        12,438        3.92%
                                                 -------------                               ------------
Noninterest-bearing deposits           131,111                                     111,849
Other liabilities                       12,092                                      11,365
Shareholders' equity                    73,372                                      66,796
                                 --------------                               -------------
    Total liabilities
      and shareholders' equity      $  885,453                                  $  824,743
                                 ==============                               =============

Net interest rate spread5                                            4.80%                                     4.62%
Net interest income/net                            $   21,825                                 $   19,457
                                                 =============                               ============
  interest margin6                                      5.40%                                      5.21%
                                                 =============                               ============


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 1,488,000 in 1999 and $1,429,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at June 30, 1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities. 6Net interest margin is computed by dividing net interest income by
total average earning assets.
</TABLE>
<PAGE>
                                TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)



                                      For the three months ended June 30,
                                                 1999 over 1998

                                                     Yield/
                                         Volume       Rate4         Total
                                  --------------    --------     ---------
Increase (decrease) in interest income:
    Loans 1,2                          $  2,014     $(1,047)      $   967
    Investment securities3                 (624)         66          (558)
    Federal funds sold                      (20)         (7)          (27)
                                  --------------    --------     ---------
      Total                               1,370        (988)          382
                                  --------------    --------     ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     58        (252)         (194)
    Savings deposits                        120         (28)           92
    Time deposits                          (303)       (396)         (699)
    Federal funds purchased                  42         (12)           30
    Short-term debt                        (135)         (3)         (138)
    Long-term debt                          297         (35)          262
                                  --------------    --------     ---------
      Total                                  79        (726)         (647)
                                  --------------    --------     ---------
Increase (decrease) in
  net interest income                  $   1,291    $  (262)         1,029
                                  ==============    ========     =========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $751,000 in 1999 and
$802,000 in 1998.  3Interest  income is stated on a tax equivalent basis of 1.52
for June 30, 1999 and 1998 respectively.
4The rate/volume variance has been included in the rate variance.

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


                                           For the six months ended June 30,
                                                    1999 over 1998

                                                        Yield/
                                           Volume        Rate4        Total
                                          --------     --------     --------
Increase (decrease) in interest income:
    Loans 1,2                             $ 4,027      $(1,997)     $ 2,030
    Investment securities3                   (517)         193         (324)
    Federal funds sold                        (75)         (10)         (85)
                                          --------     --------     --------
      Total                                 3,435       (1,814)       1,621
                                          --------     --------     --------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      123         (501)        (378)
    Savings deposits                          175          (52)         123
    Time deposits                            (396)        (753)      (1,149)
    Federal funds purchased                   271          (44)         227
    Short-term debt                          (180)          (4)        (184)
    Long-term debt                            679          (65)         614
                                          --------     --------     --------
      Total                                   672       (1,419)        (747)
                                          --------     --------     --------
Increase (decrease) in
  net interest income                     $ 2,763      $  (395)     $ 2,368
                                          ========     ========     ========

1Nonaccrual loans are included.
2Interest  income on loans  includes  fee income on loans of $ 1,488,000 in 1999
and $1,429,000 in 1998.  3Interest income is stated on a tax equivalent basis of
1.52 for June 30, 1999 and 1998.
4The rate/volume variance has been included in the rate variance.
<PAGE>


Provision for Loan Losses

The Bank provided  $870,000 for loan losses in the second quarter of 1999 versus
$1,235,000 in 1998. Net  charge-offs for all loans in the second quarter of 1999
totaled $140,000 versus $881,000 in the year earlier period. Two loans accounted
for $728,000 of the charge-offs in the second quarter of 1998.

Noninterest Income

The Bank sold its credit card portfolio of $14,365,000 for a gain of $793,000 in
the second  quarter of 1998.  Excluding  the gain on the sale of the credit card
portfolio in 1998,  noninterest  income for the second quarter of 1999 increased
$206,000  (6.5%) from the same period in 1998.  Income from service  charges and
fees decreased $95,000 (5.1%),  primarily due to the absence of credit card fees
that contributed $122,000 of income in the second quarter of 1998. Other income,
net of the gain on the sale of the credit  card  portfolio,  increased  $301,000
(23.4%) in the second  quarter of 1999 versus the same quarter in 1998.  Gain on
sale of other real estate owned accounted for $156,000 of the increase. Gains on
the sale of loans  were up  $115,000  to  $195,000.  Commissions  on the sale of
mutual funds and annuities were up $16,000 to $665,000.

For the six months  ended June 30, 1999,  excluding  the gain on the sale of the
credit card portfolio,  noninterest  income was up $162,000 (2.6%) over the same
period for 1998.  Service charges and fee income was down $270,000  (7.2%).  The
absence  of  credit  card fee  income  in 1999  accounted  for  $247,000  of the
decrease.  Other income,  exclusive of the credit card gain,  increased $432,000
(17.9%).  Significant  changes in the  following  items  contributed  to the net
increase:  commissions  on mutual fund and annuity  sales  increased  $77,000 to
$1,185,000,  gain on sale of investments  decreased $113,000 to $24,000, gain on
sale of loans  increased  $259,000 to  $553,000,  and gain on sale of other real
estate owned increased $140,000 to $170,000.

Noninterest Expense

Noninterest  expense decreased $221,000 (2.4%) in the second quarter 1999 versus
1998. Salary and benefit expense increased  $252,000 (6.0%) mostly due to higher
commission  payments to sales personnel and accruals for  performance  incentive
programs.  Base salaries  increased  $103,000  (3%).  Other  expenses  decreased
$473,000 (9.7%). On a  quarter-over-quarter  basis, provision for OREO valuation
was reduced $148,000 to $10,000 and all other expenses were favorable by a total
of $325,000.

For the first six months noninterest  expenses decreased $122,000 (0.7%) in 1999
compared to 1998.  Salary and benefit  expense  increased  $498,000  (5.9%) on a
year-over-year  basis. Base salaries increased  $123,000 (2.1%).  Other expenses
decreased $620,000 (6.8%). The following changes contributed to the net decrease
in other expenses:  OREO provisions and expenses  decreased $291,000 to $20,000,
and amortization of intangible assets decreased $101,000 to $568,000.




Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  1999 is 36.6% and
reflects a decrease from 37.5% in the year earlier period. The tax rate is lower
than the  statutory  rate of 40.4% due to  nontaxable  earnings  from  municipal
bonds.

Loans

At June 30, 1999, loan balances were $73,339,000  (14.9%) higher than the ending
balances at June 30, 1998 and $32,209,000 (6.1%) higher than the ending balances
at December 31,  1998.  On a year over year basis at June 30,  commercial,  real
estate  mortgage,  and real estate  construction  loan  balances  were higher by
$42,909,000 (20.7%), $24,206,000 (13.5%), and $6,511,000 (22.2%),  respectively.
Consumer loan balances were relatively flat from one year ago.

Securities

At June 30, 1999, securities available-for-sale had a fair value of $237,435,000
and an amortized cost of $242,869,000.  This portfolio contained mortgage-backed
securities  with an amortized cost of  $153,377,000  of which  $24,542,000  were
CMOs.

<PAGE>
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 17.2%
to $2,548,000 in the first six months of 1999.  Nonperforming  assets  represent
only 0.29% of total assets.  All nonaccrual  loans are considered to be impaired
when  determining  the  valuation  allowance  under  SFAS 114.  The  Collections
Department  personnel  continue to make a concerted  effort to work  problem and
potential problem loans to reduce risk of loss.

                                            June 30,        December 31,
                                              1999              1998

Nonaccrual loans                          $       967      $     1,045
Accruing loans past due 90 days or more           862              620
Restructured loans (in compliance with
  modified terms)                                   0                0
                                         -------------    -------------

     Total nonperforming loans                  1,829            1,665

Other real estate owned                           719            1,412
                                         -------------    -------------

     Total nonperforming assets           $     2,548      $     3,077
                                         =============    =============

Nonperforming loans to total loans              0.32%            0.31%
Allowance for loan losses to
  nonperforming loans                            531%             493%
Nonperforming assets to total assets            0.29%            0.34%
Allowance for loan losses to
  nonperforming assets                           381%              267%


<PAGE>
Allowance for Loan Loss

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

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


                                          June 30,       June 30,
                                            1999           1998
                                               (in thousands)
Balance, Beginning of period            $   8,206        $   6,459
Provision charged to operations             1,710            2,060
Loans charged off                            (270)          (1,602)
Recoveries of loans previously
  charged off                                  70              221
                                        ----------     ------------
Balance, end of period                  $   9,716        $   7,138
                                        ==========     ============

Ending loan portfolio                   $ 564,462        $ 491,303
                                        ==========     ============
Allowance for loan losses as a
  percentage of ending loan portfolio       1.72%            1.45%
                                        ==========     ============


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, 1999:
Total Capital to Risk Weighted Assets:
    Consolidated                     $75,707   11.73%       =>$51,628 =>8.0%     =>$64,535  =>10.0%
    Tri Counties Bank                $74,700   11.59%       =>$51,560 =>8.0%     =>$64,451  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $67,640   10.48%       =>$25,814 =>4.0%     =>$38,721  => 6.0%
    Tri Counties Bank                $66,623   10.34%       =>$25,780 =>4.0%     =>$38,670  => 6.0%
Tier I Capital to Average Assets:
    Tri Counties Bank                $66,623    7.60%       =>$35,043 =>4.0%     =>$43,803  => 5.0%

</TABLE>
<PAGE>
Year 2000

The Company provided  extensive  information  regarding its preparations for the
Year 2000 Century Date Change (Y2K) in the 1998 10-K MD&A,  filed by the Company
on March 12, 1999. The discussion here is intended to update that information.

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

Costs - The  Company  continues  to  estimate  that it will spend  approximately
$175,000 to address the Y2K issue. Through June 30, 1999,  approximately $60,000
has been spent.  Management does not anticipate a material adverse impact to the
Company's results of operations or financial position.

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

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


                         Item 3. MARKET RISK MANAGEMENT

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


                                     PART II


Other Information

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

         (a.)     Annual Meeting held May 11, 1999. Number of shares represented
                  in person or by proxy and constituting a quorum: 5,477,783 77%

         (b.)     Election of directors     VOTES FOR
                                            ---------
                    Everett B. Beich        5,462,132
                                            ---------
                    William J. Casey        5,462,132
                                            ---------
                    Craig S. Compton        5,461,957
                                            ---------
                    Douglas F. Hignell      5,462,132
                                            ---------
                    Brian D. Leidig         5,460,759
                                            ---------
                    Wendell J. Lundberg     5,460,759
                                            ---------
                    Donald E. Murphy        5,460,759
                                            ---------
                    Rodney W. Peterson      5,461,634
                                            ---------
                    Robert H. Steveson      5,458,700
                                            ---------
                    Carroll Taresh          5,452,577
                                            ---------
                    Alex A. Vereschagin, Jr.5,460,698
                                            ---------

         (c.)       Ratify the appointment of Arthur Andersen LLP as independent
                    public accountants of the Company for 1999.
                    Votes:  FOR 5,437,700, AGAINST 1,590, ABSTAIN 38,493

 (b)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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


(b)  Reports on Form 8-K:

         None


<PAGE>


                                   SIGNATURES



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


                                                          TRICO BANCSHARES



Date     July 23, 1999                                /s/ Robert H. Steveson
    ------------------------                          --------------------------
                                                      Robert H. Steveson
                                                      President and
                                                      Chief Executive Officer


Date     July 23, 1999                                /s/ Thomas J. Reddish
    ------------------------                          --------------------------
                                                      Thomas J. Reddish
                                                      Vice President and
                                                      Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 77036}]
{"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": "99670270"}, "business-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "9168980300"}, "mail-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

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

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

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

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

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

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

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

                      Yes   X            No
                          -----             -----
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of July 23, 1999:  7,138,879
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)

                                                                                 June 30,              December 31,
                                                                                  1999                    1998
                                                                            ------------------     ------------------
Assets:
Cash and due from banks                                                      $         39,098       $         50,483
Federal funds sold                                                                      2,500                      -
                                                                            ------------------     ------------------
   Cash and cash equivalents                                                           41,598                 50,483
Securities available-for-sale                                                         237,435                279,676

Loans, net of allowance for loan losses of $(9,716) and $(8,207)                      554,926                524,227
Premises and equipment, net                                                            16,375                 16,088
Other real estate owned                                                                   719                  1,412
Accrued interest receivable                                                             5,666                  5,821
Other assets                                                                           31,706                 26,892
                                                                            ------------------     ------------------
     Total assets                                                             $       888,425        $       904,599
                                                                            ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                   $       134,907        $       148,840
 Interest-bearing demand                                                              138,048                149,698
 Savings                                                                              220,433                220,810
 Time certificates                                                                    252,707                249,825
                                                                             ------------------     ------------------
     Total deposits                                                                   746,095                769,173
Fed funds purchased                                                                     3,600                 14,000
Accrued interest payable and other liabilities                                         12,020                 11,473
Long term borrowings                                                                   55,515                 37,924
                                                                            ------------------     ------------------
     Total liabilities                                                                817,230                832,570

Shareholders' equity:
Common stock                                                                           49,301                 48,838
Retained earnings                                                                      25,335                 22,257
Accumulated other comprehensive income                                                 (3,441)                   934
                                                                            ------------------     ------------------
     Total shareholders' equity                                                        71,195                 72,029
                                                                            ------------------     ------------------
     Total liabilities and shareholders' equity                               $       888,425       $        904,599
                                                                            ==================     ==================
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,
                                                   --------------                        --------------
                                              1999               1998                1999               1998
                                              ----               ----                ----               ----
Interest income:
  Interest and fees on loans                $    12,889        $    11,922          $   25,273       $    23,243
  Interest on investment
   securities-taxable                             3,108              3,860               6,513             7,490
  Interest on investment
   securities-tax exempt                            562                437               1,110               685
  Interest on federal funds sold                     35                 62                  43               128
                                          --------------     --------------      --------------     -------------
     Total interest income                       16,594             16,281              32,939            31,546
                                          --------------     --------------      --------------     -------------

Interest expense:
  Interest on deposits                            5,066              5,867              10,175            11,579
  Interest on federal funds purchased                94                 64                 295                68
  Interest on repurchase agreements                  21                159                  28               212
  Interest on other borrowings                      672                410               1,193               579
                                          --------------     --------------      --------------     -------------
     Total interest expense                       5,853              6,500              11,691            12,438
                                          --------------     --------------      --------------     -------------

     Net interest income                         10,741              9,781              21,248            19,108

Provision for loan losses                           870              1,235               1,710             2,060
                                          --------------     --------------      --------------     -------------
    Net interest income after
     provision for loan losses                    9,871              8,546              19,538            17,048

Noninterest income:
  Service charges and fees                        1,780              1,875               3,487             3,757
  Other income                                    1,588              2,080               2,843             3,204
                                          --------------     --------------      --------------     -------------
     Total noninterest income                     3,368              3,955               6,330             6,961
                                          --------------     --------------      --------------     -------------
Noninterest expenses:
  Salaries and related expenses                   4,480              4,228               8,913             8,415
  Other, net                                      4,407              4,880               8,460             9,080
                                          --------------     --------------      --------------     -------------
  Total noninterest expenses                      8,887              9,108              17,373            17,495
                                          --------------     --------------      --------------     -------------

Net income before income taxes                    4,352              3,393               8,495             6,514

  Income taxes                                    1,601              1,252               3,110             2,443
                                          --------------     --------------      --------------     -------------
     Net income                                   2,751              2,141               5,385             4,071

Basic earnings per common share           $        0.39      $        0.31       $        0.76      $       0.58
                                          ==============     ==============      ==============     =============
Diluted earnings per common share         $        0.38      $        0.29       $        0.74      $       0.56
                                          ==============     ==============      ==============     =============
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

                                             Common stock                             Accumulated
                                                                                         other
                                       Number                         Retained       comprehensive                     Comprehensive
                                     of shares         Amount         earnings           income            Total           income
                                    -------------   -------------   -------------   ---------------    ------------    -------------
Balance, December 31, 1998             7,050,990        $ 48,831        $ 22,257       $       934        $ 72,029

Exercise of common stock
 options                                  79,850             403                                          $    403

Repurchase of common stock                (3,093)            (22)            (27)                         $    (49)

Common stock cash
 dividends                                                                (2,280)                         $ (2,280)

Stock option amortization                                     82                                          $     82

Comprehensive income:
 Net income                                                                5,385                          $  5,385       $  5,385
 Other comprehensive income, net of tax:
  Change in unrealized loss on securities,
  net of tax of ($2,535)                                                                    (4,375)       $ (4,375)      $ (4,375)
                                                                                                                       -------------
 Other comprehensive income                                                                                              $ (4,375)
                                                                                                                       -------------
Comprehensive income                                                                                                     $  1,010
                                    -------------   -------------   -------------   ---------------    ------------    =============
Balance, June 30, 1998                 7,127,747        $ 49,301        $ 25,335      $     (3,441)       $ 71,195
                                    =============   =============   =============   ===============    ============
TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (in thousands)
                                                                              For the six months
                                                                                ended June 30,
                                                                           1999                1998
Operating activities:
Net income                                                              $   5,385          $   4,071
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:
    Provision for loan losses                                               1,710              2,060
    Provision for losses on other real estate owned                            10                342
    Depreciation and amortization                                           1,309              1,287
    Amortization of intangible assets                                         568                669
    Accretion of investment security discounts                                345               (138)
    Deferred income taxes                                                    (106)              (124)
    Investment security (gains) losses (net)                                  (24)              (137)
    (Gain) loss on sale of OREO                                              (170)               (30)
    (Gain) loss on sale of loans                                             (553)              (294)
    (Gain) loss on sale of fixed assets                                        (7)                69
    Amortization of stock options                                              82                 83
    (Increase) decrease in interest receivable                                155               (530)
    Increase (decrease) in interest payable                                  (379)               301
    (Increase) decrease in other assets and liabilities                    (1,532)             1,097
                                                                   ---------------      --------------
         Net cash provided (used) by operating activities                   6,793              8,726

Investing activities:
    Proceeds from maturities of securities held-to-maturity                     -              7,939
    Proceeds from maturities of securities available-for-sale              48,956             59,577
    Proceeds from sale of securities available-for-sale                    14,137             37,710
    Purchases of securities available-for-sale                            (28,083)          (136,066)
    Net (increase) decrease in loans                                      (32,627)           (42,029)
    Proceeds from sales of fixed assets                                        28                180
    Purchases of premises and equipment                                    (1,228)            (1,071)
    Purchases and additions to real estate properties                           -                (21)
    Proceeds from the sale of OREO                                            952              1,224
                                                                   ---------------      --------------
         Net cash provided (used) by investing activities                   2,135            (72,557)

Financing activities:
    Net increase (decrease) in deposits                                   (23,078)             1,384
    Net increase (decrease) in Fed funds purchased                        (10,400)              (300)
    Net increase (decrease) in repurchase agreements                            -             17,600
    Borrowings under long-term debt agreements                             21,000             30,000
    Payments of principal on long-term debt agreements                     (3,409)            (5,008)
    Cash dividends - Common                                                (2,280)            (1,498)
    Repurchase of common stock                                                (49)                 -
    Exercise of common stock options                                          403                 97
                                                                   ---------------      --------------
         Net cash provided (used) by financing activities                 (17,813)            42,275
                                                                   ---------------      --------------

         Increase (decrease) in cash and cash equivalents                  (8,885)           (21,556)
         Cash and cash equivalents at beginning of year                    50,483             63,476
                                                                   ---------------      --------------
         Cash and cash equivalents at end of period                  $     41,598       $     41,920
                                                                   ===============      ==============

Supplemental information:
    Cash paid for taxes                                              $      3,680       $      3,280
    Cash paid for interest expense                                   $     12,070       $     12,137
Item 1. Notes to Condensed Consolidated
                                          Financial Statements

Note A - Basis of Presentation

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

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

Note B - Comprehensive Income

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

                                        Three months ended     Six months ended
                                             June 30,              June 30,
                                         1999        1998      1999       1998
Net income                              $2,751      $2,141    $5,385     $4,071
Net change in unrealized gains (losses)
  on securities available-for-sale      (3,598)        183    (4,375)       152
                                        -------     -------   -------    -------
Comprehensive income                    $ (847)     $2,324    $1,010     $4,223
                                        =======     =======   =======    =======
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, 1999
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,751     7,124,366       $0.39
Common stock options outstanding                   --       187,514
Diluted Earnings per Share
  Net income available to common shareholders  $2,751     7,311,880       $0.38
                                               ======     =========

                                                Three Months Ended June 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,141     7,007,285       $0.31
Common stock options outstanding                   --       281,196
Diluted Earnings per Share
  Net income available to common shareholders  $2,141     7,288,481       $0.29
                                               ======     =========

                                                 Six Months Ended June 30, 1999
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $5,385     7,115,024       $0.76
Common stock options outstanding                   --       189,689
Diluted Earnings per Share
  Net income available to common shareholders  $5,385     7,304,713       $0.74
                                               ======     =========

                                                 Six Months Ended June 30, 1998
                                                         Weighted
                                                          Average      Per-Share
                                               Income     Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $4,071     6,997,967       $0.58
Common stock options outstanding                   --       285,048
Diluted Earnings per Share
  Net income available to common shareholders  $4,071     7,283,015       $0.56
                                               ======     =========
Note D - Business Segments

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

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

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

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing,  investment  brokerage  and  real  estate  segments  do  not  meet  the
prescribed  aggregation  or  materiality  criteria and therefore are reported as
"Other" in the following table.
Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                      Community
                                       Banking          Other         Total
Three Months Ended June 30, 1999
Net interest income                   $  10,667      $     74      $  10,741
Noninterest income                        2,708           660          3,368
Noninterest expense                       8,523           364          8,887
Net income                                2,524           227          2,751
Assets                                $ 883,374      $  5,051      $ 888,425

Three Months Ended June 30, 1998
Net interest income                   $   9,779      $      2      $   9,781
Noninterest income                        3,294           661          3,955
Noninterest expense                       8,726           382          9,108
Net income                                1,969           172          2,141
Assets                                $ 821,834      $    588      $ 822,422

Six Months Ended June 30, 1999
Net interest income                   $  21,157      $     91      $  21,248
Noninterest income                        5,060         1,270          6,330
Noninterest expense                      16,707           666         17,373
Net income                                4,954           431          5,385
Assets                                $ 883,374      $  5,051      $ 888,425

Six Months Ended June 30, 1998
Net interest income                   $  19,105      $      3      $  19,108
Noninterest income                        5,826         1,135          6,961
Noninterest expense                      16,857           638         17,495
Net income                                3,757           314          4,071
Assets                                $ 821,834      $    588      $ 822,422
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company had record  quarterly  earnings of $2,751,000  for the quarter ended
June 30, 1999.  The quarterly  earnings  represented  a 28.5%  increase over the
$2,141,000  reported for the same period of 1998. Diluted earnings per share for
the second  quarter of 1999 were $0.38 versus $0.29 in the year earlier  period.
Earnings for the six months ended June 30, 1999 were $5,385,000  versus year ago
results of $4,071,000,  and represented a 32.3% increase.  The diluted  earnings
per share were $0.74 and $0.56 for the respective six-month periods.

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

Pretax earnings for the second quarter of 1999 were $4,352,000 versus $3,393,000
for the same period in 1998.  During the second  quarter of 1998,  the Bank sold
its credit card portfolio of $14,365,000 for a gain of $793,000 that is included
in noninterest  income for 1998. Net interest income reflected growth of 9.8% to
$10,741,000.  The interest income component was up $313,000 (1.9%) due to higher
quarter-over-quarter volume of earning assets ($807,687,000 versus $769,550,000)
offset by the effect of a 22 basis point  decrease  in yield on average  earning
assets.  Interest expense decreased $647,000 (10.0%) which was due predominately
to a 49 basis  point  decrease  in the  average  rate paid on  interest  bearing
liabilities. Net interest margin was 5.46% for the second quarter of 1999 versus
5.20% in the same  quarter of the prior year.  This higher net  interest  margin
reflects  the  effects  of a higher  growth  rate in earning  assets  versus the
interest-bearing  liabilities, and a larger decrease in the average rate paid on
interest bearing liabilities as compared to the decrease average yield earned on
interest  bearing assets.  The decrease in rates and yields from June of 1998 to
June of 1999 is a reflection of the general  decrease in market  interest  rates
that occurred in the fall of 1998. The provision for loan losses of $870,000 for
the second quarter of 1999 was $365,000  lower than the  $1,235,000  recorded in
the same quarter of 1998.

Excluding the gain on the sale of the credit card portfolio in 1998, noninterest
income for the second  quarter of 1999 increased  $206,000  (6.5%) from the same
period in 1998.  Income from service  charges and fees decreased  $95,000 (5.1%)
and was  primarily  due to the  absence  of credit  card  fees that  contributed
$122,000 of income in the second quarter of 1998. Other income,  net of the gain
on the sale of the credit  card  portfolio,  increased  $301,000  (23.4%) in the
second  quarter of 1999 versus the same  quarter in 1998.  Gain on sale of other
real estate owned  accounted for $156,000 of the increase.  Gains on the sale of
loans were up $115,000 to $195,000.  Commissions on the sale of mutual funds and
annuities were up $16,000 to $665,000.

Noninterest  expense decreased $221,000 (2.4%) in the second quarter 1999 versus
1998. Salary and benefit expense increased  $252,000 (6.0%) mostly due to higher
commission  payments to sales personnel and accruals for  performance  incentive
programs.  Base salaries  increased  $103,000  (3%).  Other  expenses  decreased
$473,000 (9.7%). On a  quarter-over-quarter  basis, provision for OREO valuation
was reduced $148,000 to $10,000 and all other expenses were favorable by a total
of $325,000.

Assets of the Company  totaled  $888,425,000  at June 30, 1999 and represented a
decrease of $16,174,000  (1.8%) and an increase of  $15,130,000  (1.7%) from the
December 31, 1998 and June 30, 1998 ending  balances,  respectively.  Changes in
earning assets from the prior year quarter end balances  included an increase in
loans  of  $73,339,000  to  $564,642,000   and  an  decrease  in  securities  of
$60,442,000 to $237,435,000.  From year end 1998 balances,  nonperforming assets
have  decreased  $529,000 and total  $2,548,000 at June 30, 1999.  Nonperforming
assets were 0.29% of total assets at quarter end.

Year to date 1999,  on an  annualized  basis,  the Company  realized a return on
assets of 1.21% and a return on equity of 14.68%  versus 0.99% and 12.19% in the
first half of 1998.  TriCo  Bancshares  ended the quarter  with a Tier 1 capital
ratio of 10.5% and a total risk-based capital ratio of 11.7%.

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

                                                           Three months
                                                          ended June 30,                  Percentage
                                                    1999                  1998              Change
                                                      (in thousands, except                increase
                                                       earnings per share)                (decrease)
Interest income                                   $    16,886           $    16,504           2.3%
Interest expense                                        5 853                 6,500         (10.0%)
                                               ---------------       ---------------

Net interest income                                    11 033                10,004          10.3%

Provision for loan losses                                 870                 1,235         (29.6%)
                                               ---------------       ---------------

Net interest income after                              10,163                 8,769          15.9%
  provision for loan losses

Noninterest income                                      3,368                 3,955         (14.8%)
Noninterest expenses                                    8,887                 9,108          (2.4%)
                                               ---------------       ---------------

Net income before income taxes                          4,644                 3,616          28.4%
Income taxes                                            1,601                 1,252          27.9%
Tax equivalent adjustment1                                292                   223          31.1%
                                               ---------------       ---------------

Net income                                       $      2,751                 2,141          28.5%
                                               ===============       ===============

Diluted earnings per common share                $       0.38          $       0.29          31.0%

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

                                                         Six months
                                                       ended June 30,                   Percentage
                                                  1999                 1998               Change
                                                    (in thousands, except                increase
                                                     earnings per share)                (decrease)
Interest income                                 $    33,516          $    31,895           10.5%
Interest expense                                     11,691               12,438            6.2%
                                             ---------------      ---------------

Net interest income                                  21,825               19,457           13.4%

Provision for loan losses                             1,710                2,060           71.7%
                                             ---------------      ---------------

Net interest income after                            20,115               17,397            9.0%
  provision for loan losses

Noninterest income                                    6,330                6,961           54.5%
Noninterest expenses                                 17,373               17,495            8.6%
                                             ---------------      ---------------

Net income before income taxes                        9,072                6,863           57.7%
Income taxes                                          3,110                2,443           54.7%
Tax equivalent adjustment1                              577                  349          167.7%
                                             ---------------      ---------------

Net income                                     $      5,385         $      4,071           54.0%
                                             ===============      ===============

Diluted earnings per common share              $       0.74         $       0.56           32.1%

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

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

For the three months ended June 30, 1999,  interest  income  increased  $382,000
(2.3%) over the same period in 1998. The average balance of total earning assets
was higher by  $38,137,000  (5.0%).  Average loan balances  were up  $79,921,000
(16.9%)  while  average  balances  of  securities  and fed funds  sold were down
$41,784,000  (14.3%).  The average  yields on loans and Federal  Funds sold were
lower  by 76 and 89  basis  points  respectively,  while  the  average  yield on
securities  increased  11 basis  points.  The overall  yield on average  earning
assets fell 22 basis points to 8.36%.

For the second quarter of 1999, interest expense decreased $647,000 (10.0%) over
the year earlier period.  Average balances of interest-bearing  liabilities were
up  $17,173,000  (2.6%).  The  average  rate  paid on demand  deposits  and time
deposits  decreased  70 and 65 basis  points  respectively,  and  accounted  for
$252,000  and $396,000 of the decrease in interest  expense,  respectively.  The
average rate paid on interest bearing  liabilities  decreased 49 basis points to
3.50%.

The combined  effect of the increase in interest income and decrease in interest
expense for the second  quarter of 1999  versus 1998  resulted in an increase of
$1,029,000  (10.3%) in net interest income.  Net interest margin was up 26 basis
points  to  5.46%  from  5.20%  for the same  periods.  To the  extent  the Bank
continues to be successful in replacing  some of the  investment  portfolio with
higher yielding loans, the net interest margin should tend to move higher during
the balance of 1999.

The six month period ending June 30, 1999,  reflects an interest income increase
of $1,621,000  (5.1%) over the same period in 1998.  An increase of  $80,275,000
(17.3%) in average  balances on loans  accounted  for a  $4,027,000  increase in
interest  income.  The average yield  received on all earning assets for the six
month period ended June 30, 1999 was down 24 basis points to 8.30%, and resulted
in a $1,814,000 offset against interest income growth.

Interest  expense for the six month period  decreased  $747,000 (6.0%) from that
for the same period in 1998.  Volume  increases in deposits and borrowings added
$672,000 to interest expense. This was offset by a 42 basis point decline in the
overall  average  rate  paid on  interest-bearing  liabilities  in the first six
months of 1999 to 3.50%, which decreased interest expense by $1,419,000.

The combined  effect of the increase in interest income and decrease in interest
expense for the first six months of 1999 versus 1998  resulted in an increase of
$2,368,000  (12.2%) in net interest  income.  Net interest  margin rose 22 basis
points to 5.40 from 5.21%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and six month  periods  ended June 30,  1999 versus the same  periods in
1998.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                 Three Months Ended
                                                 6/30/99                                     6/30/98

                                   Average         Income/        Yield/      Average           Income/       Yield/
                                   Balance1        Expense        Rate        Balance1          Expense       Rate
Assets
Earning assets
  Loans 2,3                        $  553,029      $  12,889       9.32%       $  473,108       $ 11,922      10.08%
  Securities4                         251,714          3,962       6.30%          292,051          4,520       6.19%
  Federal funds sold                    2,944             35       4.76%            4,391             62       5.65%
                                  -------------   ------------               --------------    -----------
    Total earning assets              807,687         16,886       8.36%          769,550         16,504       8.58%
                                                  ------------                                 -----------
Cash and due from bank                 35,110                                      30,960
Premises and equipment                 16,323                                      17,877
Other assets,net                       33,957                                      33,501
Less:  allowance
  for loan losses                      (9,223)                                     (7,023)
                                 -------------                              --------------
      Total                        $  883,854                                  $  844,865
                                 =============                              ==============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $  143,329            561       1.57%       $  133,156            755       2.27%
  Savings deposits                    222,717          1,681       3.02%          207,106          1,589       3.07%
  Time deposits                       243,713          2,824       4.63%          266,663          3,523       5.28%
Federal funds purchased                 7,538             94       4.99%            4,543             64       5.64%
Short-term debt                         1,701             21       4.94%           11,224            159       5.67%
Long-term debt                         49,649            672       5.41%           28,782            410       5.70%
                                 -------------   ------------               --------------    -----------
   Total interest-bearing
      liabilities                     668,647          5,853       3.50%          651,474          6,500       3.99%
                                                 ------------                                 -----------
Noninterest-bearing deposits          129,864                                     114,117
Other liabilities                      11,942                                      11,885
Shareholders' equity                   73,401                                      67,389
                                 -------------                              --------------
    Total liabilities
      and shareholders' equity    $   883,854                                  $  844,865
                                 =============                              ==============

Net interest rate spread5                                          4.86%                                      4.59%
Net interest income/net                            $  11,033                                    $ 10,004
                                                 ============                                 ===========
  interest margin6                                     5.46%                                       5.20%
                                                 ============                                 ===========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $751,000 in 1999 and $802,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at June 30, 1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities. 6Net interest margin is computed by dividing net interest income by
total average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                   Six Months Ended
                                                 6/30/99                                     6/30/98

                                     Average         Income/        Yield/        Average        Income/       Yield/
                                     Balance1        Expense        Rate          Balance1       Expense       Rate
Assets
Earning assets
  Loans 2,3                         $  543,595     $   25,273        9.30%      $  463,320    $   23,243       10.03%
  Securities4                          262,671          8,200        6.24%         279,615         8,524        6.10%
  Federal funds sold                     1,839             43        4.68%           4,424           128        5.79%
                                 --------------  -------------                -------------  ------------
    Total earning assets               808,105         33,516        8.30%         747,359        31,895        8.54%
                                                 -------------                               ------------
Cash and due from bank                  35,351                                      31,815
Premises and equipment                  16,215                                      18,431
Other assets,net                        34,629                                      33,960
Less:  allowance
  for loan losses                       (8,847)                                     (6,822)
                                 --------------                               -------------
      Total                         $  885,453                                  $  824,743
                                 ==============                               =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $  144,318          1,125        1.56%      $  133,383         1,503        2.25%
  Savings deposits                     223,609          3,360        3.01%         212,145         3,237        3.05%
  Time deposits                        244,209          5,690        4.66%         259,233         6,839        5.28%
Federal funds purchased                 11,909            295        4.95%           2,389            68        5.69%
Short-term debt                          1,128             28        4.96%           7,473           212        5.67%
Long-term debt                          43,705          1,193        5.46%          20,110           579        5.76%
                                 --------------  -------------                -------------  ------------
   Total interest-bearing
      liabilities                      668,878         11,691        3.50%         634,733        12,438        3.92%
                                                 -------------                               ------------
Noninterest-bearing deposits           131,111                                     111,849
Other liabilities                       12,092                                      11,365
Shareholders' equity                    73,372                                      66,796
                                 --------------                               -------------
    Total liabilities
      and shareholders' equity      $  885,453                                  $  824,743
                                 ==============                               =============

Net interest rate spread5                                            4.80%                                     4.62%
Net interest income/net                            $   21,825                                 $   19,457
                                                 =============                               ============
  interest margin6                                      5.40%                                      5.21%
                                                 =============                               ============

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 1,488,000 in 1999 and $1,429,000 in 1998.
4Interest income is stated on a tax equivalent basis of 1.52 at June 30, 1999 and 1998.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities. 6Net interest margin is computed by dividing net interest income by
total average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                      For the three months ended June 30,
                                                 1999 over 1998

                                                     Yield/
                                         Volume       Rate4         Total
                                  --------------    --------     ---------
Increase (decrease) in interest income:
    Loans 1,2                          $  2,014     $(1,047)      $   967
    Investment securities3                 (624)         66          (558)
    Federal funds sold                      (20)         (7)          (27)
                                  --------------    --------     ---------
      Total                               1,370        (988)          382
                                  --------------    --------     ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     58        (252)         (194)
    Savings deposits                        120         (28)           92
    Time deposits                          (303)       (396)         (699)
    Federal funds purchased                  42         (12)           30
    Short-term debt                        (135)         (3)         (138)
    Long-term debt                          297         (35)          262
                                  --------------    --------     ---------
      Total                                  79        (726)         (647)
                                  --------------    --------     ---------
Increase (decrease) in
  net interest income                  $   1,291    $  (262)         1,029
                                  ==============    ========     =========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $751,000 in 1999 and
$802,000 in 1998.  3Interest  income is stated on a tax equivalent basis of 1.52
for June 30, 1999 and 1998 respectively.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                           For the six months ended June 30,
                                                    1999 over 1998

                                                        Yield/
                                           Volume        Rate4        Total
                                          --------     --------     --------
Increase (decrease) in interest income:
    Loans 1,2                             $ 4,027      $(1,997)     $ 2,030
    Investment securities3                   (517)         193         (324)
    Federal funds sold                        (75)         (10)         (85)
                                          --------     --------     --------
      Total                                 3,435       (1,814)       1,621
                                          --------     --------     --------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      123         (501)        (378)
    Savings deposits                          175          (52)         123
    Time deposits                            (396)        (753)      (1,149)
    Federal funds purchased                   271          (44)         227
    Short-term debt                          (180)          (4)        (184)
    Long-term debt                            679          (65)         614
                                          --------     --------     --------
      Total                                   672       (1,419)        (747)
                                          --------     --------     --------
Increase (decrease) in
  net interest income                     $ 2,763      $  (395)     $ 2,368
                                          ========     ========     ========

1Nonaccrual loans are included.
2Interest  income on loans  includes  fee income on loans of $ 1,488,000 in 1999
and $1,429,000 in 1998.  3Interest income is stated on a tax equivalent basis of
1.52 for June 30, 1999 and 1998.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank provided  $870,000 for loan losses in the second quarter of 1999 versus
$1,235,000 in 1998. Net  charge-offs for all loans in the second quarter of 1999
totaled $140,000 versus $881,000 in the year earlier period. Two loans accounted
for $728,000 of the charge-offs in the second quarter of 1998.

Noninterest Income

The Bank sold its credit card portfolio of $14,365,000 for a gain of $793,000 in
the second  quarter of 1998.  Excluding  the gain on the sale of the credit card
portfolio in 1998,  noninterest  income for the second quarter of 1999 increased
$206,000  (6.5%) from the same period in 1998.  Income from service  charges and
fees decreased $95,000 (5.1%),  primarily due to the absence of credit card fees
that contributed $122,000 of income in the second quarter of 1998. Other income,
net of the gain on the sale of the credit  card  portfolio,  increased  $301,000
(23.4%) in the second  quarter of 1999 versus the same quarter in 1998.  Gain on
sale of other real estate owned accounted for $156,000 of the increase. Gains on
the sale of loans  were up  $115,000  to  $195,000.  Commissions  on the sale of
mutual funds and annuities were up $16,000 to $665,000.

For the six months  ended June 30, 1999,  excluding  the gain on the sale of the
credit card portfolio,  noninterest  income was up $162,000 (2.6%) over the same
period for 1998.  Service charges and fee income was down $270,000  (7.2%).  The
absence  of  credit  card fee  income  in 1999  accounted  for  $247,000  of the
decrease.  Other income,  exclusive of the credit card gain,  increased $432,000
(17.9%).  Significant  changes in the  following  items  contributed  to the net
increase:  commissions  on mutual fund and annuity  sales  increased  $77,000 to
$1,185,000,  gain on sale of investments  decreased $113,000 to $24,000, gain on
sale of loans  increased  $259,000 to  $553,000,  and gain on sale of other real
estate owned increased $140,000 to $170,000.

Noninterest Expense

Noninterest  expense decreased $221,000 (2.4%) in the second quarter 1999 versus
1998. Salary and benefit expense increased  $252,000 (6.0%) mostly due to higher
commission  payments to sales personnel and accruals for  performance  incentive
programs.  Base salaries  increased  $103,000  (3%).  Other  expenses  decreased
$473,000 (9.7%). On a  quarter-over-quarter  basis, provision for OREO valuation
was reduced $148,000 to $10,000 and all other expenses were favorable by a total
of $325,000.

For the first six months noninterest  expenses decreased $122,000 (0.7%) in 1999
compared to 1998.  Salary and benefit  expense  increased  $498,000  (5.9%) on a
year-over-year  basis. Base salaries increased  $123,000 (2.1%).  Other expenses
decreased $620,000 (6.8%). The following changes contributed to the net decrease
in other expenses:  OREO provisions and expenses  decreased $291,000 to $20,000,
and amortization of intangible assets decreased $101,000 to $568,000.

Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  1999 is 36.6% and
reflects a decrease from 37.5% in the year earlier period. The tax rate is lower
than the  statutory  rate of 40.4% due to  nontaxable  earnings  from  municipal
bonds.

Loans

At June 30, 1999, loan balances were $73,339,000  (14.9%) higher than the ending
balances at June 30, 1998 and $32,209,000 (6.1%) higher than the ending balances
at December 31,  1998.  On a year over year basis at June 30,  commercial,  real
estate  mortgage,  and real estate  construction  loan  balances  were higher by
$42,909,000 (20.7%), $24,206,000 (13.5%), and $6,511,000 (22.2%),  respectively.
Consumer loan balances were relatively flat from one year ago.

Securities

At June 30, 1999, securities available-for-sale had a fair value of $237,435,000
and an amortized cost of $242,869,000.  This portfolio contained mortgage-backed
securities  with an amortized cost of  $153,377,000  of which  $24,542,000  were
CMOs.
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 17.2%
to $2,548,000 in the first six months of 1999.  Nonperforming  assets  represent
only 0.29% of total assets.  All nonaccrual  loans are considered to be impaired
when  determining  the  valuation  allowance  under  SFAS 114.  The  Collections
Department  personnel  continue to make a concerted  effort to work  problem and
potential problem loans to reduce risk of loss.

                                            June 30,        December 31,
                                              1999              1998

Nonaccrual loans                          $       967      $     1,045
Accruing loans past due 90 days or more           862              620
Restructured loans (in compliance with
  modified terms)                                   0                0
                                         -------------    -------------

     Total nonperforming loans                  1,829            1,665

Other real estate owned                           719            1,412
                                         -------------    -------------

     Total nonperforming assets           $     2,548      $     3,077
                                         =============    =============

Nonperforming loans to total loans              0.32%            0.31%
Allowance for loan losses to
  nonperforming loans                            531%             493%
Nonperforming assets to total assets            0.29%            0.34%
Allowance for loan losses to
  nonperforming assets                           381%              267%
Allowance for Loan Loss

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

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

                                          June 30,       June 30,
                                            1999           1998
                                               (in thousands)
Balance, Beginning of period            $   8,206        $   6,459
Provision charged to operations             1,710            2,060
Loans charged off                            (270)          (1,602)
Recoveries of loans previously
  charged off                                  70              221
                                        ----------     ------------
Balance, end of period                  $   9,716        $   7,138
                                        ==========     ============

Ending loan portfolio                   $ 564,462        $ 491,303
                                        ==========     ============
Allowance for loan losses as a
  percentage of ending loan portfolio       1.72%            1.45%
                                        ==========     ============

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, 1999:
Total Capital to Risk Weighted Assets:
    Consolidated                     $75,707   11.73%       =>$51,628 =>8.0%     =>$64,535  =>10.0%
    Tri Counties Bank                $74,700   11.59%       =>$51,560 =>8.0%     =>$64,451  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $67,640   10.48%       =>$25,814 =>4.0%     =>$38,721  => 6.0%
    Tri Counties Bank                $66,623   10.34%       =>$25,780 =>4.0%     =>$38,670  => 6.0%
Tier I Capital to Average Assets:
    Tri Counties Bank                $66,623    7.60%       =>$35,043 =>4.0%     =>$43,803  => 5.0%
Year 2000

The Company provided  extensive  information  regarding its preparations for the
Year 2000 Century Date Change (Y2K) in the 1998 10-K MD&A,  filed by the Company
on March 12, 1999. The discussion here is intended to update that information.

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

Costs - The  Company  continues  to  estimate  that it will spend  approximately
$175,000 to address the Y2K issue. Through June 30, 1999,  approximately $60,000
has been spent.  Management does not anticipate a material adverse impact to the
Company's results of operations or financial position.

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

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

                         Item 3. MARKET RISK MANAGEMENT

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

Other Information

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

         (a.)     Annual Meeting held May 11, 1999. Number of shares represented
                  in person or by proxy and constituting a quorum: 5,477,783 77%

         (b.)     Election of directors     VOTES FOR
                                            ---------
                    Everett B. Beich        5,462,132
                                            ---------
                    William J. Casey        5,462,132
                                            ---------
                    Craig S. Compton        5,461,957
                                            ---------
                    Douglas F. Hignell      5,462,132
                                            ---------
                    Brian D. Leidig         5,460,759
                                            ---------
                    Wendell J. Lundberg     5,460,759
                                            ---------
                    Donald E. Murphy        5,460,759
                                            ---------
                    Rodney W. Peterson      5,461,634
                                            ---------
                    Robert H. Steveson      5,458,700
                                            ---------
                    Carroll Taresh          5,452,577
                                            ---------
                    Alex A. Vereschagin, Jr.5,460,698
                                            ---------

         (c.)       Ratify the appointment of Arthur Andersen LLP as independent
                    public accountants of the Company for 1999.
                    Votes:  FOR 5,437,700, AGAINST 1,590, ABSTAIN 38,493

 (b)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

(b)  Reports on Form 8-K:

         None
SIGNATURES

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

                                                          TRICO BANCSHARES

Date     July 23, 1999                                /s/ Robert H. Steveson
    ------------------------                          --------------------------
                                                      Robert H. Steveson
                                                      President and
                                                      Chief Executive Officer

Date     July 23, 1999                                /s/ Thomas J. Reddish
    ------------------------                          --------------------------
                                                      Thomas J. Reddish
                                                      Vice President and
                                                      Chief Financial Officer