<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, 2000                   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 25, 2000:  7,200,251









<PAGE>
<TABLE>
<CAPTION>
                                                    TRICO BANCSHARES
                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                                      (unaudited)
                                                     (in thousands)


                                                                                    June 30,             December 31,
                                                                                ------------------     ------------------
<S>                                                                                   <C>                    <C>
                                                                                      2000                   1999
Assets:
Cash and due from banks                                                                  $ 56,778               $ 51,236
Federal funds sold and repurchase agreements                                                1,000                  8,400
                                                                                ------------------     ------------------
     Cash and cash equivalents                                                             57,778                 59,636
Interest-bearing deposits in banks                                                            800                    800
Securities available-for-sale                                                             217,287                231,708
Loans, net of allowance for loan losses
  of $12,592 and $11,037, respectively                                                    626,978                576,942
Premises and equipment, net                                                                17,136                 16,043
Other real estate owned                                                                     1,040                    760
Accrued interest receivable                                                                 6,599                  6,076
Other assets                                                                               33,449                 32,831
                                                                                ------------------     ------------------

     Total assets                                                                       $ 961,067              $ 924,796
                                                                                ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                             $ 153,903              $ 155,937
 Interest-bearing demand                                                                  147,202                143,923
 Savings                                                                                  212,274                222,615
 Time certificates                                                                        274,188                271,635
                                                                                ------------------     ------------------
     Total deposits                                                                       787,567                794,110
Federal funds purchased                                                                    17,000                      -
Repurchase agreements                                                                       4,900                      -
Accrued interest payable and other liabilities                                             13,004                 12,058
Long term borrowings                                                                       60,494                 45,505
                                                                                ------------------     ------------------

     Total liabilities                                                                    882,965                851,673

Shareholders' equity:
Common stock                                                                               50,554                 50,043
Retained earnings                                                                          32,798                 28,613
Accumulated other comprehensive loss                                                       (5,250)                (5,533)
                                                                                ------------------     ------------------

     Total shareholders' equity                                                            78,102                 73,123
                                                                                ------------------     ------------------

     Total liabilities and shareholders' equity                                         $ 961,067              $ 924,796
                                                                                ==================     ==================

</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,
                                                --------------------               ------------------
                                                 2000              1999               2000          1999
                                                 ----              ----               ----          ----
<S>                                              <C>               <C>                <C>           <C>
Interest income:
  Interest and fees on loans                     $ 15,385          $ 12,889         $ 29,448      $ 25,273
  Interest on investment
   securities-taxable                               2,957             3,108            6,026         6,513
  Interest on investment
   securities-tax exempt                              556               562            1,114         1,110
  Interest on federal funds sold                       50                35              243            43
  Interest on deposits in banks                        12                 -               23             -
                                              -----------       -----------       ----------    ----------
     Total interest income                         18,960            16,594           36,854        32,939
                                              -----------       -----------       ----------    ----------

Interest expense:
  Interest on deposits                              5,933             5,066           11,702          10,175
  Interest on federal funds purchased                 208                94              217             295
  Interest on repurchase agreements                    84                21               85              28
  Interest on other borrowings                        685               672            1,314           1,193
                                              -----------       -----------       ----------      ----------

     Total interest expense                         6,910             5,853           13,318          11,691
                                              -----------       -----------       ----------      ----------

     Net interest income                           12,050            10,741           23,536          21,248

Provision for loan losses                             900               870            1,700           1,710
                                              -----------       -----------       ----------      ----------
    Net interest income after
     provision for loan losses                     11,150             9,871           21,836          19,538

Noninterest income:
  Service charges and fees                          1,886             1,780            3,693           3,487
  Other income                                      1,354             1,588            4,173           2,843
                                              -----------       -----------       ----------      ----------
     Total noninterest income                       3,240             3,368            7,866           6,330
                                              -----------       -----------       ----------      ----------

Noninterest expenses:
  Salaries and related expenses                     4,948             4,480            9,782           8,913
  Other, net                                        4,502             4,407            8,692           8,460
                                              -----------       -----------       ----------      ----------
     Total noninterest expenses                     9,450             8,887           18,474          17,373
                                              -----------       -----------       ----------      ----------

Net income before income taxes                      4,940             4,352           11,228           8,495

  Income taxes                                      1,796             1,601            4,156           3,110
                                              -----------       -----------       ----------      ----------

     Net income                                     3,144             2,751            7,072           5,385
                                              ===========       ===========       ==========      ==========

Basic earnings per common share                    $ 0.44            $ 0.39           $ 0.99          $ 0.76
                                              ===========       ===========       ==========      ==========
Diluted earnings per common share                  $ 0.43            $ 0.38           $ 0.96          $ 0.74
                                              ===========       ===========       ==========      ==========
</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          Loss          Total         Income
                                        -----------    ----------   ----------    --------------   ---------   ---------------
<S>                                      <C>             <C>          <C>             <C>          <C>            <C>
Balance, December 31, 1999               7,152,329       $50,043      $28,613        ($5,533)       $73,123

Exercise of Common Stock options,
  net of tax                                57,650           510                                        510

Repurchase of Common Stock                  (9,728)          (68)        (86)                          (154)

Common stock cash dividends                                           (2,801)                        (2,801)

Stock option amortization                                     69                                         69

Comprehensive income:
 Net income                                                             7,072                         7,072         $7,072
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                                                          283
                                                                                                               --------------
 Other comprehensive income                                                               283           283            283

                                                                                                               --------------
Comprehensive income                                                                                                 7,355
                                         -----------    ---------    ---------      ----------     ---------   --------------
Balance, June 30, 2000                    7,200,251      $50,554      $32,798         ($5,250)      $78,102
                                         ===========    =========    =========      ==========     =========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                       TRICO BANCSHARES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (in thousands)

                                                                            For the six months
                                                                              ended June 30,
                                                                          2000              1999
<S>                                                                  <C>               <C>
Operating activities:
  Net income                                                           $ 7,072           $ 5,385
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                          1,700             1,710
      Provision for losses on other real estate owned                       10                10
      Depreciation and amortization                                      1,256             1,309
      Amortization of intangible assets                                    482               568
      Accretion and amortization of investment
           securities discounts and premiums, net                          141               345
      Deferred income taxes                                               (173)             (106)
      Investment security (gains) losses, net                                -               (24)
      Gain on sale of OREO                                                 (50)             (170)
      Gain on sale of loans                                               (179)             (553)
      (Gain) loss on sale of fixed assets                                   44                (7)
      Amortization of stock options                                         69                82
      Decrease (increase) in interest receivable                          (523)              155
      Increase (decrease) in interest payable                              454              (379)
      Decrease in other assets and liabilities                            (474)           (1,532)
                                                                 --------------    --------------
        Net cash provided by operating activities                        9,829             6,793

Investing activities:
  Proceeds from maturities of securities available-for-sale             23,596            48,956
  Proceeds from sales of securities available-for-sale                       -            14,137
  Purchases of securities available-for-sale                            (8,955)          (28,083)
  Proceeds from sale of fixed asset                                         30                28
  Net increase in loans                                                (52,101)          (32,627)
  Purchases of premises and equipment                                   (2,253)           (1,228)
  Proceeds from sale of OREO                                               304               952
                                                                 --------------    --------------
        Net cash provided (used) by investing activities               (39,379)            2,135

Financing activities:
  Net decrease in deposits                                              (6,543)          (23,078)
  Net increase (decrease) in Fed funds purchased                        17,000           (10,400)
  Net increase in repurchase agreements                                  4,900                 -
  Borrowings under long-term debt agreements                            35,000            21,000
  Payments of principal on long-term debt agreements                   (20,011)           (3,409)
  Repurchase of common stock                                              (154)              (49)
  Cash dividends - Common                                               (2,801)           (2,280)
  Exercise of common stock options                                         301               403
                                                                 --------------    --------------
        Net cash provided (used) by financing activities                27,692           (17,813)
                                                                 --------------    --------------
        (Decrease) in cash and cash equivalents                         (1,858)           (8,885)
Cash and cash equivalents at beginning of period                        59,636            50,483
                                                                 --------------    --------------
Cash and cash equivalents at end of period                         $    57,778       $    41,598
                                                                 ==============    ==============
Supplemental information
  Cash paid for taxes                                              $     3,961       $     3,680
  Cash paid for interest expense                                   $    12,864       $    12,070
</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 six months  ended June 30,  2000 and 1999 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, 1999.

Note B - Comprehensive Income

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,
                                            2000       1999      2000      1999
Net income                                $ 3,144   $ 2,751   $ 7,072   $ 5,385
Net change in unrealized gains
(losses)on securities available-for-sale      815    (3,598)      283   (4,375)
                                          -------    -------  -------   -------
Comprehensive income (loss)               $ 3,959   $  (847)  $ 7,355   $ 1,010
                                          =======   ========  =======   =======






<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, 2000
                                                          Weighted
                                                          Average      Per-Share
                                               Income     Shares       Amount
Basic Earnings per Share
  Net income available to common shareholders  $3,144      7,188,003      $0.44
Common stock options outstanding                   --        152,309
Diluted Earnings per Share
  Net income available to common shareholders  $3,144      7,340,312      $0.43
                                               ======      =========

                                                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
                                               ======      =========

                                                  Six Months Ended June 30, 2000
                                                            Weighted
                                                            Average    Per-Share
                                               Income       Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders  $7,072      7,179,853      $0.99
Common stock options outstanding                   --        159,388
Diluted Earnings per Share
  Net income available to common shareholders  $7,072      7,339,241      $0.96
                                                          ======       =========

                                                  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
                                               ======      =========



<PAGE>
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments.

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, 2000
Net interest income                      $   11,825     $     225     $   12,050
Noninterest income                            2,404           836          3,240
Noninterest expense                           8,904           546          9,450
Net income                                    2,858           286          3,144
Assets                                    $ 947,383       $13,684      $ 961,067

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

Six Months Ended June 30, 2000
Net interest income                      $   23,131      $    405       $ 23,536
Noninterest income                            6,330         1,536          7,866
Noninterest expense                          17,503           971         18,474
Net income                                    6,536           536          7,072
Assets                                    $ 947,383       $13,684      $ 961,067

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

<PAGE>


Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.


Note F - Stock Repurchase Plan

On July 20, 2000, the Company  announced that its Board of Directors  approved a
plan to repurchase, as conditions warrant, up to 150,000 shares of the company's
stock on the open market or in privately negotiated transactions.  The timing of
purchases  and the exact number of shares to be purchased  will depend on market
conditions.  The repurchase plan represents  approximately 2.1% of the Company's
currently outstanding common stock and is open-ended.



<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 quarterly  earnings of $3,144,000 for the quarter ended June 30,
2000.  The quarterly  earnings  represented a 14.3% increase over the $2,751,000
reported for the same period of 1999.  Diluted earnings per share for the second
quarter of 2000 were $0.43 versus $0.38 in the year earlier period. Earnings for
the six months  ended June 30, 2000 were  $7,072,000  versus year ago results of
$5,385,000,  and  represented a 31.3% increase.  The diluted  earnings per share
were  $0.96 and $0.74 for the  respective  six-month  periods.  Included  in the
results  for the six months  ended June 30, 2000 was a one-time  pre-tax  income
item of  $1,510,000.  This one-time item  represents the initial value of 88,796
common  shares of John Hancock  Financial  Services,  Inc.  (JHF) which the Bank
received  in the first  quarter of 2000 as a  consequence  of its  ownership  of
certain  insurance  policies through John Hancock Mutual Life Insurance  Company
and  John  Hancock's  conversion  from a  mutual  company  to a  stock  company.
Excluding  the  receipt of the JHF shares,  net income for the six months  ended
June 30, 2000 would have been  $6,183,000  and diluted  earnings per share would
have been $0.84, which would have represented 14.8% and 13.5% increases over the
same period in the prior year, respectively.

Factors  contributing to the improved  operating results included continued loan
growth, and an increase in net interest margin.

Pretax earnings for the second quarter of 2000 were $4,940,000 versus $4,352,000
for the same period in 1999. Net interest income  reflected growth of $1,309,000
(12.2%) to $12,050,000.  The interest income component was up $2,366,000 (14.3%)
to  $18,960,000  due to higher  quarter-over-quarter  volume of  earning  assets
($843,675,000  versus  $807,687,000)  and a 76 basis point  increase in yield on
average  earning  assets.  Interest  expense  increased  $1,057,000  (18.1%)  to
$6,910,000  as  a  result  of  higher   quarter-over-quarter  volume  of  paying
liabilities  ($698,786,000 versus $668,647,000) and a 46 basis point increase in
the average rate paid on interest bearing  liabilities.  Net interest margin was
5.85% for the second  quarter of 2000  versus  5.46% in the same  quarter of the
prior year.  The provision for loan losses of $900,000 for the second quarter of
2000 was $30,000 higher than the $870,000 recorded in the same quarter of 1999.

Noninterest  income for the second quarter of 2000 decreased  $128,000 (3.8%) to
$3,240,000 from $3,368,000  during the same period in 1999.  Income from service
charges and fees  increased  $106,000  (6.0%) to  $1,886,000,  primarily  due to
increased ATM fees. Other income decreased $234,000 (14.7%) to $1,354,000 in the
second  quarter of 2000  versus the same  quarter  in 1999.  Accounting  for the
decrease in other  income was a $135,000  decrease in gain on sale of other real
estate  owned from  $156,000 to $21,000,  a $91,000  decrease in gain on sale of
loans from  $195,000 to $104,000,  and a recovery of $124,000 made in the second
quarter of 1999 that was related to the Bank's credit card  portfolio  which was
sold in May of 1998. These decreases in other income were partially offset by an
increase in  commissions  on the sale of insurance,  mutual funds and annuities,
which were up $139,000  (20.9%) to $804,000 for the quarter ended June 30, 2000.
Excluding  the  effect of the gain on sale of other  real  estate  owned and the
credit card related  recovery  made in the second  quarter of 1999,  noninterest
income would have  increased  4.2% in the second quarter of 2000 versus the same
period in 1999.

Noninterest  expense increased $563,000 (6.3%) in the second quarter 2000 versus
1999.  Salary and benefit expense  increased  $468,000 (10.5%) on a quarter over
quarter  basis to  $4,948,000.  The  salary  expense  was  higher  due to a 2.9%
increase in average full-time  equivalent  employees to 390, higher  commissions
and  other  incentives  that  are  tied to the  increased  profitability  of the
Company,  and annual salary  increases.  Other  noninterest  expenses  increased
$95,000 (2.2%) to $4,502,000 in the second quarter of 2000.

Assets of the Company  totaled  $961,067,000  at June 30,  2000 and  represented
increases of $36,271,000  (3.9%) and  $72,642,000  (8.2%) from December 31, 1999
and June 30, 1999 ending balances, respectively.  Changes in earning assets from
the prior year quarter end balances included an increase in loans of $74,928,000
(13.3%) to  $639,570,000  and a decrease in securities of $20,148,000  (8.5%) to
$217,287,000.  From year-end 1999 balances,  nonperforming assets have increased
$2,936,000 and total $6,377,000 at June 30, 2000.
Nonperforming assets were 0.66% of total assets at quarter end.

Year to date 2000,  on an  annualized  basis,  the Company  realized a return on
assets of 1.54% and a return on equity of 18.78%  versus 1.21% and 14.68% in the
first half of 1999.  Excluding  the one-time  income event that  occurred in the
first quarter of 2000, the Company would have had an annualized return on assets
of 1.35% and a return on equity of 16.42%.  TriCo  Bancshares  ended the quarter
with a Tier 1 capital  ratio of 10.7% and a total  risk-based  capital  ratio of
11.9%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 2000 compared with the second quarter of 1999
and for the first six months of 2000 compared with the first six months of 1999.

<PAGE>
<TABLE>
<CAPTION>
                                          TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                                       Three months
                                                      ended June 30,                   Percentage
                                               2000                   1999               Change
                                                                                        increase
                                                                                       (decrease)
<S>                                             <C>                    <C>                     <C>
Interest income                                $  19,241              $  16,886                13.9%
Interest expense                                   6,910                  5,853                18.1%
                                           --------------         --------------

Net interest income                               12,331                 11,033                11.8%

Provision for loan losses                            900                    870                 3.4%
                                           --------------         --------------

Net interest income after                         11,431                 10,163                12.5%
  provision for loan losses

Noninterest income                                 3,240                  3,368                -3.8%
Noninterest expenses                               9,450                  8,887                 6.3%
                                           --------------         --------------

Net income before income taxes                     5,221                  4,644                12.4%
Income taxes                                       1,796                  1,601                12.2%
Tax equivalent adjustment1                           281                    292                -3.8%
                                           --------------         --------------

Net income                                     $   3,144              $   2,751                14.3%
                                           ==============         ==============

Diluted earnings per common share              $    0.43              $    0.38                13.2%


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for June 30, 2000 and 1999.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                                        Six months
                                                      ended June 30,                   Percentage
                                               2000                   1999               Change
                                                                                        increase
                                                                                       (decrease)
<S>                                            <C>                    <C>                      <C>
Interest income                                $  37,422              $  33,516                11.7%
Interest expense                                  13,318                 11,691                13.9%
                                           --------------         --------------

Net interest income                               24,104                 21,825                10.4%

Provision for loan losses                          1,700                  1,710                (0.6%)
                                           --------------         --------------

Net interest income after                         22,404                 20,115                11.4%
  provision for loan losses

Noninterest income                                 7,866                  6,330                24.3%
Noninterest expenses                              18,474                 17,373                 6.3%
                                           --------------         --------------

Net income before income taxes                    11,796                  9,072                30.0%
Income taxes                                       4,156                  3,110                33.6%
Tax equivalent adjustment1                           568                    577                -1.6%
                                           --------------         --------------

Net income                                     $   7,072              $   5,385                31.3%
                                           ==============         ==============

Diluted earnings per common share              $    0.96              $    0.74                29.7%



1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for June 30, 2000 and 1999.


</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, 2000,  interest income increased  $2,355,000
(14.0%)  over the same  period in 1999.  The  average  balance of total  earning
assets  was  higher  by  $35,988,000  (4.5%).  Average  loan  balances  were  up
$67,614,000  (12.2%)  while  average  security  balances  were down  $32,697,000
(13.0%).  The average yield on loans,  securities and Fed funds sold were higher
by 60,  63 and 146 basis  points  respectively.  The  overall  yield on  average
earning assets increased 76 basis points to 9.12%.

For the second quarter of 2000,  interest expense increased  $1,057,000  (18.1%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up  $30,139,000  (4.5%).  The average  rate paid on time  deposits  and all
borrowings  increased 87 and 67 basis  points,  respectively,  and accounted for
$583,000  and $118,000 of the increase in interest  expense,  respectively.  The
average rate paid on interest bearing  liabilities  increased 46 basis points to
3.96%.

The combined effect of the increases in interest income and interest expense for
the second  quarter of 2000  versus 1999  resulted in an increase of  $1,298,000
(11.8%) in net interest  income.  Net interest  margin was up 39 basis points to
5.85% from 5.46% for the same periods in 2000 and 1999.

The six-month period ending June 30, 2000,  reflects an interest income increase
of $3,906,000  (11.7%) over the same period in 1999. An increase of  $60,056,000
(11.1%) in average  balances on loans  accounted  for a  $2,792,000  increase in
interest  income.  The average  yield  received  on all  earning  assets for the
six-month  period  ended  June 30,  2000 was up 66 basis  points to  8.96%,  and
contributed $2,193,000 to the increase in interest income.

Interest expense for the six-month period increased $1,627,000 (13.9%) from that
for the same period in 1999.  Rate  increases in deposits and  borrowings  added
$1,097,000 to interest expense.

The combined  effect of the increase in interest income and increase in interest
expense for the first six months of 2000 versus 1999  resulted in an increase of
$2,279,000  (10.4%) in net interest  income.  Net interest  margin rose 37 basis
points to 5.77% from 5.40%.

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,  2000 versus the same  periods in
1999.
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              June 30, 2000                                    June 30, 1999

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
<S>                                 <C>             <C>              <C>             <C>             <C>              <C>
Assets
Earning Assets
  Loan 2,3                          $620,643        $ 15,385         9.92%           $553,029        $ 12,889         9.32%
  Securities                         219,017           3,794         6.93%            251,714         $ 3,962         6.30%
  Federal funds sold                   3,215              50         6.22%              2,944              35         4.76%
  Deposits in banks                      800              12         6.00%                  -               -
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             843,675          19,241         9.12%            807,687          16,886         8.36%
                                                 ------------                                    -------------
Cash and due from bank                37,092                                           35,110
Premises and equipment                16,131                                           16,323
Other assets,net                      42,507                                           33,957
Less:  allowance
  for loan losses                    (12,056)                                          (9,223)
                                -------------                                    -------------
      Total                         $927,349                                         $883,854
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $148,609             584         1.57%           $143,329             561         1.57%
  Savings deposits                   215,533           1,640         3.04%            222,717           1,681         3.02%
  Time deposits                      269,765           3,709         5.50%            243,713           2,824         4.63%
Fed funds purchased                   12,556             208         6.63%              7,538              94         4.99%
Repurchase agreements                  5,179              84         6.49%              1,701              21         4.94%
Long-term debt                        47,144             685         5.81%             49,649             672         5.41%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    698,786           6,910         3.96%            668,647           5,853         3.50%
                                                 ------------                                    -------------
Noninterest-bearing deposits         138,409                                          129,864
Other liabilities                     13,410                                           11,942
Shareholders' equity                  76,744                                           73,401
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity      $927,349                                         $883,854
                                =============                                    =============
Net interest rate spread5                                            5.16%                                            4.86%
Net interest income/net                             $ 12,331                                         $ 11,033
                                                 ============                                    =============
  interest margin6                                     5.85%                                            5.46%
                                                 ============                                    =============


1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $715,000 in 2000 and  $751,000 in 1999.  4Interest  income is stated on a tax
equivalent basis of 1.52 at June 30, 2000 and 1999.
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
                                              June 30, 2000                                    June 30, 1999

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
<S>                                <C>               <C>             <C>            <C>               <C>             <C>
Assets
Earning Assets
  Loan 2,3                         $ 603,651         $29,448         9.76%          $ 543,595         $25,273         9.30%
  Securities                         222,446           7,708         6.93%            262,671           8,200         6.24%
  Federal funds sold                   8,439             243         5.76%              1,839              43         4.68%
  Deposits in banks                      800              23         5.75%                  -               -
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             835,336          37,422         8.96%            808,105          33,516         8.30%
                                                 ------------                                    -------------
Cash and due from bank                36,827                                           35,351
Premises and equipment                16,078                                           16,215
Other assets,net                      41,717                                           34,629
Less:  allowance
  for loan losses                    (11,730)                                          (8,847)
                                -------------                                    -------------
      Total                        $ 918,228                                        $ 885,453
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 147,924           1,162         1.57%          $ 144,318           1,125         1.56%
  Savings deposits                   219,719           3,335         3.04%            223,609           3,360         3.01%
  Time deposits                      269,272           7,205         5.35%            244,209           5,690         4.66%
Fed funds purchased                    6,570             217         6.61%             11,909             295         4.95%
Repurchase agreements                  2,629              85         6.47%              1,128              28         4.96%
Long-term debt                        46,323           1,314         5.67%             43,705           1,193         5.46%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    692,437          13,318         3.85%            668,878          11,691         3.50%
                                                 ------------                                    -------------
Noninterest-bearing deposits         137,262                                          131,111
Other liabilities                     13,202                                           12,092
Shareholders' equity                  75,327                                           73,372
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 918,228                                        $ 885,453
                                =============                                    =============
Net interest rate spread5                                            5.11%                                            4.80%
Net interest income/net                              $24,104                                          $21,825
                                                 ============                                    =============
  interest margin6                                     5.77%                                            5.40%
                                                 ============                                    =============

1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $1,321,000 in 2000 and  $1,488,000 in 1999.  4Interest  income is stated on a
tax equivalent basis of 1.52 at June 30, 2000 and 1999.
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 thousand)

                       For the three months ended June 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                  -----------    ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 1,576         $ 920       $ 2,496
    Investment securities3              (515)          347          (168)
    Federal funds sold                     3            12            15
    Deposits in banks                     12             0            12
                                  -----------    ----------    ----------
      Total                            1,076         1,279         2,355
                                  -----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  21             2            23
    Savings deposits                     (54)           13           (41)
    Time deposits                        302           583           885
    Federal funds purchased               63            51           114
    Repurchase agreements                 43            20            63
    Long-term debt                       (34)           47            13
                                  -----------    ----------    ----------
      Total                              341           716         1,057
                                  -----------    ----------    ----------

Increase in net interest income        $ 735         $ 563       $ 1,298
                                  ===========    ==========    ==========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $715,000 in 2000 and
$751,000 in 1999.  3Interest  income is stated on a tax equivalent basis of 1.52
for June 30, 2000 and 1999 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 thousand)

                        For the six months ended June 30,
                                 2000 over 1999

                                                      Yield/
                                        Volume         Rate4         Total
                                    -----------    ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                          $ 2,792       $ 1,383       $ 4,175
    Investment securities3              (1,256)          764          (492)
    Federal funds sold                     154            46           200
    Deposits in banks                       23             0            23
                                    -----------    ----------    ----------
      Total                              1,713         2,193         3,906
                                    -----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                    28             9            37
    Savings deposits                       (58)           33           (25)
    Time deposits                          584           931         1,515
    Federal funds purchased               (132)           54           (78)
    Repurchase agreements                   37            20            57
    Long-term debt                          71            50           121
                                    -----------    ----------    ----------
      Total                                530         1,097         1,627
                                    -----------    ----------    ----------

Increase in net interest income        $ 1,183       $ 1,096       $ 2,279
                                    ===========    ==========    ==========

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,321,000 in 2000 and
$1,488,000 in 1999. 3Interest income is stated on a tax equivalent basis of 1.52
for June 30, 2000 and 1999.
4The rate/volume variance has been included in the rate variance.

<PAGE>

Provision for Loan Losses

The Bank provided  $900,000 for loan losses in the second quarter of 2000 versus
$870,000 in 1999.  Net  charge-offs  for all loans in the second quarter of 2000
totaled $222,000 versus $140,000 in the year earlier period.

Noninterest Income

Noninterest  income for the second quarter of 2000 decreased  $128,000 (3.8%) to
$3,240,000 from $3,368,000  during the same period in 1999.  Income from service
charges and fees  increased  $106,000  (6.0%) to  $1,886,000,  primarily  due to
increased ATM fees. Other income decreased $234,000 (14.7%) to $1,354,000 in the
second  quarter of 2000  versus the same  quarter  in 1999.  Accounting  for the
decrease in other  income was a $135,000  decrease in gain on sale of other real
estate  owned from  $156,000 to $21,000,  a $91,000  decrease in gain on sale of
loans from  $195,000 to $104,000,  and a recovery of $124,000 made in the second
quarter of 1999 that was related to the Bank's credit card  portfolio  which was
sold in May of 1998. These decreases in other income were partially offset by an
increase in  commissions  on the sale of insurance,  mutual funds and annuities,
which were up $139,000  (20.9%) to $804,000 for the quarter ended June 30, 2000.
Excluding  the  effect of the gain on sale of other  real  estate  owned and the
credit card related  recovery  made in the second  quarter of 1999,  noninterest
income would have  increased  4.2% in the second quarter of 2000 versus the same
period in 1999.

For the six months ended June 30,  2000,  noninterest  income was up  $1,536,000
(24.3%) over the same period for 1999.  As described  above,  during the quarter
ended  March 31,  2000 the Company  recorded a one-time  pre-tax  income item of
$1,510,000  from the receipt of common stock.  Excluding  this  one-time  event,
noninterest  income for the six months ended June 30, 2000 would have  increased
$26,000  (0.4%) to  $6,356,000.  Service  charges and fee income was up $206,000
(5.9%) to 3,693,000  mainly due to increased  ATM fees.  Other income  increased
$1,330,000  (46.8%) to $4,173,000.  Significant  changes in the following  items
contributed  to the net  increase:  $1,510,000  from the receipt of common stock
noted above,  commissions on insurance,  mutual fund and annuity sales increased
$283,000 to $1,484,000,  gain on sale of loans  decreased  $374,000 to $179,000,
and gain on sale of other real estate owned decreased $120,000 to $50,000.

Noninterest Expense

Noninterest  expense  increased  $563,000  (6.3%) to  $9,450,000  in the  second
quarter of 2000 versus  1999.  Salary and  benefit  expense  increased  $468,000
(10.5%) on a quarter over quarter basis to  $4,948,000.  The salary  expense was
higher due to a 2.9% increase in average full-time  equivalent employees to 390,
higher  commissions  and  other  incentives  that  are  tied  to  the  increased
profitability of the Company,  and annual salary increases.  The net addition of
approximately  11 FTE between  June 30, 1999 and June 30, 2000 was the result of
the opening of branches at Beale AFB, Modesto,  and Visalia, the pending opening
of a branch in Paradise,  the addition of several  commercial lenders in various
regions,  and the reduction of  approximately 8 backroom FTE during this period.
Other noninterest  expenses increased $95,000 (2.2%) to $4,502,000 in the second
quarter of 2000.

For the first six months  noninterest  expenses  increased  $1,101,000 (6.3%) to
$18,474,000  in 2000  compared  to 1999.  Salary and benefit  expense  increased
$869,000  (9.8%) to  $9,782,000.  The  salary  expense  was higher due to a 2.9%
increase in average full-time  equivalent  employees to 386, higher  commissions
and  other  incentives  that  are  tied to the  increased  profitability  of the
Company, and annual salary increases. Other expenses increased $232,000 (2.7%).

Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  2000 is 37.0% and
reflects  an increase  from 36.6% 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, 2000, loan balances were $74,928,000  (13.3%) higher than the ending
balances at June 30, 1999 and $50,714,000 (8.6%) higher than the ending balances
at  December  31,  1999.  On a year  over  year  basis at June  30,  commercial,
consumer,  and real estate  mortgage loan  balances  were higher by  $50,427,000
(20.1%), $13,167,000 (17.8%), and $12,695,000 (6.2%), respectively.  Real estate
construction loan balances were lower by $1,361,000 (3.8%).

Securities

At June 30, 2000, securities available-for-sale had a fair value of $217,287,000
and an amortized cost of $225,643,000.  This portfolio contained mortgage-backed
securities  with an amortized cost of  $127,520,000  of which  $16,848,000  were
CMOs.


<PAGE>


Nonperforming Loans

As shown in the following table, total nonperforming assets have increased 85.3%
to $6,377,000 in the first six months of 2000.  Nonperforming  assets  represent
0.66% 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,
                                                  2000               1999

Nonaccrual loans                               $    4,292         $    1,758
Accruing loans past due 90 days or more             1,045                923
Restructured loans (in compliance with
  modified terms)                                       0                  0
                                             -------------     --------------

     Total nonperforming loans                      5,337              2,681

Other real estate owned                             1,040                760
                                             -------------     --------------

     Total nonperforming assets                $    6,377         $    3,441
                                             =============     ==============

Nonperforming loans to total loans                  0.83%              0.46%
Allowance for loan losses to
  nonperforming loans                                236%               412%
Nonperforming assets to total assets                0.66%              0.37%
Allowance for loan losses to
  nonperforming assets                               197%               321%




<PAGE>


Allowance for Loan Loss

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

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
1999.



<PAGE>

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

                                           June 30,           June 30,
                                             2000               1999
                                                   (in thousands)

Balance, beginning of period                    $ 11,037            $ 8,206
Provision charged to operations                    1,700              1,710
Loans charged off                                   (424)              (270)
Recoveries of loans previously
  charged off                                        279                 70
                                         ----------------    ---------------
Balance, end of period                          $ 12,592            $ 9,716
                                         ================    ===============
Ending loan portfolio                          $ 639,570          $ 564,642
                                         ================    ===============
Allowance to loans as a
  percentage of ending loan portfolio              1.97%              1.72%
                                         ================    ===============

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, 2000:
Total Capital to Risk Weighted Assets:
    Consolidated                     $86,482   11.91%       =>$58,087 =>8.0%     =>$72,609  =>10.0%
    Tri Counties Bank                $84,947   11.72%       =>$57,985 =>8.0%     =>$72,481  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $77,406   10.66%       =>$29,044 =>4.0%     =>$43,565  => 6.0%
    Tri Counties Bank                $75,843   10.46%       =>$28,992 =>4.0%     =>$43,488  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $77,406    8.40%       =>$36,857 =>4.0%     =>$46,072  => 5.0%
    Tri Counties Bank                $75,843    8.24%       =>$36,808 =>4.0%     =>$46,010  => 5.0%
</TABLE>
<PAGE>


Year 2000

The Company  previously  recognized the material  nature of the business  issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking  corrective  action as required  pursuant to the  interagency  statements
issued by the Federal Financial Institutions Examination Council.

Management  believes the Company has  completed  all the  activities  within its
control  to ensure  that the  Company's  systems  are Year 2000  compliant.  The
Company has not experienced and  interruptions  to normal  operations due to the
start  of  the  Year  2000.  The  Company's  Year  2000  readiness   costs  were
approximately  $103,000.  The  Company  does not  currently  expect to apply any
further funds to address the Year 2000 issues.

As of June 30, 2000, the Company has not experienced any material disruptions of
its internal  computer systems or software  applications and has not experienced
any problems  with the computer  systems or software  applications  of its third
party  vendors,  suppliers or service  providers.  The Company will  continue to
monitor these third parties to determine the impact, if any, on its business and
the actions it must take, if any, in the event of non-compliance by any of these
third  parties.  Based upon the  Company's  assessment  of  compliance  by third
parties,  there  appears  to be no  material  business  risk  posed  by any such
non-compliance.

Although the Company's Year 2000 rollover did not present any material  business
disruption,  there  are some  remaining  Year  2000  related  risks.  Management
believes that  appropriate  actions have been taken to address  these  remaining
Year 2000 issues and  contingency  plans are in place to minimize the  financial
impact to the  Company.  Management,  however,  cannot be certain that Year 2000
issues affecting its customers,  suppliers or service  providers will not have a
material adverse impact on the Company.





                         Item 3. MARKET RISK MANAGEMENT

There have not been any  significant  changes in the market risk  profile of the
Bank since December 31, 1999.


<PAGE>


                                     PART II


Other Information

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

         (a.)     Annual Meeting held May 9, 2000.  Number of shares represented
                  in person or by proxy and constituting a quorum: 6,081,507 85%

         (c.)     Election of directors                VOTES FOR
                                                       ---------
                    Everett B. Beich                   6,053,251
                                                       ---------
                    William J. Casey                   6,053,858
                                                       ---------
                    Craig S. Compton                   6,053,858
                                                       ---------
                    Douglas F. Hignell                 6,053,656
                                                       ---------
                    Brian D. Leidig                    6,053,108
                                                       ---------
                    Wendell J. Lundberg                6,053,108
                                                       ---------
                    Donald E. Murphy                   6,053,108
                                                       ---------
                    Richard P. Smith                   6,053,758
                                                       ---------
                    Robert H. Steveson                 5,908,842
                                                       ---------
                    Carroll Taresh                     6,049,525
                                                       ---------
                    Alex A. Vereschagin, Jr.           6,053,108
                                                       ---------

                    Ratify the appointment of Arthur Andersen LLP as independent
                    public accountants of the Company for 2000.
                    Votes:  FOR 6,021,563, AGAINST 2,626, ABSTAIN 57,318

 (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 25, 2000                                    /s/  Richard P. Smith
    --------------------                                 -----------------------
                                                         President and
                                                         Chief Executive Officer


Date    July 25, 2000                                    /s/  Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Vice President and
                                                         Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "filename": "0001.txt", "description": "10-Q", "secsgml_size_bytes": 82068}]
{"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": "680881"}, "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, 2000                   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 25, 2000:  7,200,251
TRICO BANCSHARES
                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                                      (unaudited)
                                                     (in thousands)

                                                                                    June 30,             December 31,
                                                                                ------------------     ------------------
2000                   1999
Assets:
Cash and due from banks                                                                  $ 56,778               $ 51,236
Federal funds sold and repurchase agreements                                                1,000                  8,400
                                                                                ------------------     ------------------
     Cash and cash equivalents                                                             57,778                 59,636
Interest-bearing deposits in banks                                                            800                    800
Securities available-for-sale                                                             217,287                231,708
Loans, net of allowance for loan losses
  of $12,592 and $11,037, respectively                                                    626,978                576,942
Premises and equipment, net                                                                17,136                 16,043
Other real estate owned                                                                     1,040                    760
Accrued interest receivable                                                                 6,599                  6,076
Other assets                                                                               33,449                 32,831
                                                                                ------------------     ------------------

     Total assets                                                                       $ 961,067              $ 924,796
                                                                                ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                             $ 153,903              $ 155,937
 Interest-bearing demand                                                                  147,202                143,923
 Savings                                                                                  212,274                222,615
 Time certificates                                                                        274,188                271,635
                                                                                ------------------     ------------------
     Total deposits                                                                       787,567                794,110
Federal funds purchased                                                                    17,000                      -
Repurchase agreements                                                                       4,900                      -
Accrued interest payable and other liabilities                                             13,004                 12,058
Long term borrowings                                                                       60,494                 45,505
                                                                                ------------------     ------------------

     Total liabilities                                                                    882,965                851,673

Shareholders' equity:
Common stock                                                                               50,554                 50,043
Retained earnings                                                                          32,798                 28,613
Accumulated other comprehensive loss                                                       (5,250)                (5,533)
                                                                                ------------------     ------------------

     Total shareholders' equity                                                            78,102                 73,123
                                                                                ------------------     ------------------

     Total liabilities and shareholders' equity                                         $ 961,067              $ 924,796
                                                                                ==================     ==================
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,
                                                --------------------               ------------------
                                                 2000              1999               2000          1999
                                                 ----              ----               ----          ----
Interest income:
  Interest and fees on loans                     $ 15,385          $ 12,889         $ 29,448      $ 25,273
  Interest on investment
   securities-taxable                               2,957             3,108            6,026         6,513
  Interest on investment
   securities-tax exempt                              556               562            1,114         1,110
  Interest on federal funds sold                       50                35              243            43
  Interest on deposits in banks                        12                 -               23             -
                                              -----------       -----------       ----------    ----------
     Total interest income                         18,960            16,594           36,854        32,939
                                              -----------       -----------       ----------    ----------

Interest expense:
  Interest on deposits                              5,933             5,066           11,702          10,175
  Interest on federal funds purchased                 208                94              217             295
  Interest on repurchase agreements                    84                21               85              28
  Interest on other borrowings                        685               672            1,314           1,193
                                              -----------       -----------       ----------      ----------

     Total interest expense                         6,910             5,853           13,318          11,691
                                              -----------       -----------       ----------      ----------

     Net interest income                           12,050            10,741           23,536          21,248

Provision for loan losses                             900               870            1,700           1,710
                                              -----------       -----------       ----------      ----------
    Net interest income after
     provision for loan losses                     11,150             9,871           21,836          19,538

Noninterest income:
  Service charges and fees                          1,886             1,780            3,693           3,487
  Other income                                      1,354             1,588            4,173           2,843
                                              -----------       -----------       ----------      ----------
     Total noninterest income                       3,240             3,368            7,866           6,330
                                              -----------       -----------       ----------      ----------

Noninterest expenses:
  Salaries and related expenses                     4,948             4,480            9,782           8,913
  Other, net                                        4,502             4,407            8,692           8,460
                                              -----------       -----------       ----------      ----------
     Total noninterest expenses                     9,450             8,887           18,474          17,373
                                              -----------       -----------       ----------      ----------

Net income before income taxes                      4,940             4,352           11,228           8,495

  Income taxes                                      1,796             1,601            4,156           3,110
                                              -----------       -----------       ----------      ----------

     Net income                                     3,144             2,751            7,072           5,385
                                              ===========       ===========       ==========      ==========

Basic earnings per common share                    $ 0.44            $ 0.39           $ 0.99          $ 0.76
                                              ===========       ===========       ==========      ==========
Diluted earnings per common share                  $ 0.43            $ 0.38           $ 0.96          $ 0.74
                                              ===========       ===========       ==========      ==========
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          Loss          Total         Income
                                        -----------    ----------   ----------    --------------   ---------   ---------------
Balance, December 31, 1999               7,152,329       $50,043      $28,613        ($5,533)       $73,123

Exercise of Common Stock options,
  net of tax                                57,650           510                                        510

Repurchase of Common Stock                  (9,728)          (68)        (86)                          (154)

Common stock cash dividends                                           (2,801)                        (2,801)

Stock option amortization                                     69                                         69

Comprehensive income:
 Net income                                                             7,072                         7,072         $7,072
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                                                          283
                                                                                                               --------------
 Other comprehensive income                                                               283           283            283

                                                                                                               --------------
Comprehensive income                                                                                                 7,355
                                         -----------    ---------    ---------      ----------     ---------   --------------
Balance, June 30, 2000                    7,200,251      $50,554      $32,798         ($5,250)      $78,102
                                         ===========    =========    =========      ==========     =========
TRICO BANCSHARES
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (in thousands)

                                                                            For the six months
                                                                              ended June 30,
                                                                          2000              1999
Operating activities:
  Net income                                                           $ 7,072           $ 5,385
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                          1,700             1,710
      Provision for losses on other real estate owned                       10                10
      Depreciation and amortization                                      1,256             1,309
      Amortization of intangible assets                                    482               568
      Accretion and amortization of investment
           securities discounts and premiums, net                          141               345
      Deferred income taxes                                               (173)             (106)
      Investment security (gains) losses, net                                -               (24)
      Gain on sale of OREO                                                 (50)             (170)
      Gain on sale of loans                                               (179)             (553)
      (Gain) loss on sale of fixed assets                                   44                (7)
      Amortization of stock options                                         69                82
      Decrease (increase) in interest receivable                          (523)              155
      Increase (decrease) in interest payable                              454              (379)
      Decrease in other assets and liabilities                            (474)           (1,532)
                                                                 --------------    --------------
        Net cash provided by operating activities                        9,829             6,793

Investing activities:
  Proceeds from maturities of securities available-for-sale             23,596            48,956
  Proceeds from sales of securities available-for-sale                       -            14,137
  Purchases of securities available-for-sale                            (8,955)          (28,083)
  Proceeds from sale of fixed asset                                         30                28
  Net increase in loans                                                (52,101)          (32,627)
  Purchases of premises and equipment                                   (2,253)           (1,228)
  Proceeds from sale of OREO                                               304               952
                                                                 --------------    --------------
        Net cash provided (used) by investing activities               (39,379)            2,135

Financing activities:
  Net decrease in deposits                                              (6,543)          (23,078)
  Net increase (decrease) in Fed funds purchased                        17,000           (10,400)
  Net increase in repurchase agreements                                  4,900                 -
  Borrowings under long-term debt agreements                            35,000            21,000
  Payments of principal on long-term debt agreements                   (20,011)           (3,409)
  Repurchase of common stock                                              (154)              (49)
  Cash dividends - Common                                               (2,801)           (2,280)
  Exercise of common stock options                                         301               403
                                                                 --------------    --------------
        Net cash provided (used) by financing activities                27,692           (17,813)
                                                                 --------------    --------------
        (Decrease) in cash and cash equivalents                         (1,858)           (8,885)
Cash and cash equivalents at beginning of period                        59,636            50,483
                                                                 --------------    --------------
Cash and cash equivalents at end of period                         $    57,778       $    41,598
                                                                 ==============    ==============
Supplemental information
  Cash paid for taxes                                              $     3,961       $     3,680
  Cash paid for interest expense                                   $    12,864       $    12,070
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 six months  ended June 30,  2000 and 1999 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, 1999.

Note B - Comprehensive Income

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,
                                            2000       1999      2000      1999
Net income                                $ 3,144   $ 2,751   $ 7,072   $ 5,385
Net change in unrealized gains
(losses)on securities available-for-sale      815    (3,598)      283   (4,375)
                                          -------    -------  -------   -------
Comprehensive income (loss)               $ 3,959   $  (847)  $ 7,355   $ 1,010
                                          =======   ========  =======   =======
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, 2000
                                                          Weighted
                                                          Average      Per-Share
                                               Income     Shares       Amount
Basic Earnings per Share
  Net income available to common shareholders  $3,144      7,188,003      $0.44
Common stock options outstanding                   --        152,309
Diluted Earnings per Share
  Net income available to common shareholders  $3,144      7,340,312      $0.43
                                               ======      =========

                                                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
                                               ======      =========

                                                  Six Months Ended June 30, 2000
                                                            Weighted
                                                            Average    Per-Share
                                               Income       Shares     Amount
Basic Earnings per Share
  Net income available to common shareholders  $7,072      7,179,853      $0.99
Common stock options outstanding                   --        159,388
Diluted Earnings per Share
  Net income available to common shareholders  $7,072      7,339,241      $0.96
                                                          ======       =========

                                                  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
                                               ======      =========
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments.

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, 2000
Net interest income                      $   11,825     $     225     $   12,050
Noninterest income                            2,404           836          3,240
Noninterest expense                           8,904           546          9,450
Net income                                    2,858           286          3,144
Assets                                    $ 947,383       $13,684      $ 961,067

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

Six Months Ended June 30, 2000
Net interest income                      $   23,131      $    405       $ 23,536
Noninterest income                            6,330         1,536          7,866
Noninterest expense                          17,503           971         18,474
Net income                                    6,536           536          7,072
Assets                                    $ 947,383       $13,684      $ 961,067

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
Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.

Note F - Stock Repurchase Plan

On July 20, 2000, the Company  announced that its Board of Directors  approved a
plan to repurchase, as conditions warrant, up to 150,000 shares of the company's
stock on the open market or in privately negotiated transactions.  The timing of
purchases  and the exact number of shares to be purchased  will depend on market
conditions.  The repurchase plan represents  approximately 2.1% of the Company's
currently outstanding common stock and is open-ended.
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 quarterly  earnings of $3,144,000 for the quarter ended June 30,
2000.  The quarterly  earnings  represented a 14.3% increase over the $2,751,000
reported for the same period of 1999.  Diluted earnings per share for the second
quarter of 2000 were $0.43 versus $0.38 in the year earlier period. Earnings for
the six months  ended June 30, 2000 were  $7,072,000  versus year ago results of
$5,385,000,  and  represented a 31.3% increase.  The diluted  earnings per share
were  $0.96 and $0.74 for the  respective  six-month  periods.  Included  in the
results  for the six months  ended June 30, 2000 was a one-time  pre-tax  income
item of  $1,510,000.  This one-time item  represents the initial value of 88,796
common  shares of John Hancock  Financial  Services,  Inc.  (JHF) which the Bank
received  in the first  quarter of 2000 as a  consequence  of its  ownership  of
certain  insurance  policies through John Hancock Mutual Life Insurance  Company
and  John  Hancock's  conversion  from a  mutual  company  to a  stock  company.
Excluding  the  receipt of the JHF shares,  net income for the six months  ended
June 30, 2000 would have been  $6,183,000  and diluted  earnings per share would
have been $0.84, which would have represented 14.8% and 13.5% increases over the
same period in the prior year, respectively.

Factors  contributing to the improved  operating results included continued loan
growth, and an increase in net interest margin.

Pretax earnings for the second quarter of 2000 were $4,940,000 versus $4,352,000
for the same period in 1999. Net interest income  reflected growth of $1,309,000
(12.2%) to $12,050,000.  The interest income component was up $2,366,000 (14.3%)
to  $18,960,000  due to higher  quarter-over-quarter  volume of  earning  assets
($843,675,000  versus  $807,687,000)  and a 76 basis point  increase in yield on
average  earning  assets.  Interest  expense  increased  $1,057,000  (18.1%)  to
$6,910,000  as  a  result  of  higher   quarter-over-quarter  volume  of  paying
liabilities  ($698,786,000 versus $668,647,000) and a 46 basis point increase in
the average rate paid on interest bearing  liabilities.  Net interest margin was
5.85% for the second  quarter of 2000  versus  5.46% in the same  quarter of the
prior year.  The provision for loan losses of $900,000 for the second quarter of
2000 was $30,000 higher than the $870,000 recorded in the same quarter of 1999.

Noninterest  income for the second quarter of 2000 decreased  $128,000 (3.8%) to
$3,240,000 from $3,368,000  during the same period in 1999.  Income from service
charges and fees  increased  $106,000  (6.0%) to  $1,886,000,  primarily  due to
increased ATM fees. Other income decreased $234,000 (14.7%) to $1,354,000 in the
second  quarter of 2000  versus the same  quarter  in 1999.  Accounting  for the
decrease in other  income was a $135,000  decrease in gain on sale of other real
estate  owned from  $156,000 to $21,000,  a $91,000  decrease in gain on sale of
loans from  $195,000 to $104,000,  and a recovery of $124,000 made in the second
quarter of 1999 that was related to the Bank's credit card  portfolio  which was
sold in May of 1998. These decreases in other income were partially offset by an
increase in  commissions  on the sale of insurance,  mutual funds and annuities,
which were up $139,000  (20.9%) to $804,000 for the quarter ended June 30, 2000.
Excluding  the  effect of the gain on sale of other  real  estate  owned and the
credit card related  recovery  made in the second  quarter of 1999,  noninterest
income would have  increased  4.2% in the second quarter of 2000 versus the same
period in 1999.

Noninterest  expense increased $563,000 (6.3%) in the second quarter 2000 versus
1999.  Salary and benefit expense  increased  $468,000 (10.5%) on a quarter over
quarter  basis to  $4,948,000.  The  salary  expense  was  higher  due to a 2.9%
increase in average full-time  equivalent  employees to 390, higher  commissions
and  other  incentives  that  are  tied to the  increased  profitability  of the
Company,  and annual salary  increases.  Other  noninterest  expenses  increased
$95,000 (2.2%) to $4,502,000 in the second quarter of 2000.

Assets of the Company  totaled  $961,067,000  at June 30,  2000 and  represented
increases of $36,271,000  (3.9%) and  $72,642,000  (8.2%) from December 31, 1999
and June 30, 1999 ending balances, respectively.  Changes in earning assets from
the prior year quarter end balances included an increase in loans of $74,928,000
(13.3%) to  $639,570,000  and a decrease in securities of $20,148,000  (8.5%) to
$217,287,000.  From year-end 1999 balances,  nonperforming assets have increased
$2,936,000 and total $6,377,000 at June 30, 2000.
Nonperforming assets were 0.66% of total assets at quarter end.

Year to date 2000,  on an  annualized  basis,  the Company  realized a return on
assets of 1.54% and a return on equity of 18.78%  versus 1.21% and 14.68% in the
first half of 1999.  Excluding  the one-time  income event that  occurred in the
first quarter of 2000, the Company would have had an annualized return on assets
of 1.35% and a return on equity of 16.42%.  TriCo  Bancshares  ended the quarter
with a Tier 1 capital  ratio of 10.7% and a total  risk-based  capital  ratio of
11.9%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 2000 compared with the second quarter of 1999
and for the first six months of 2000 compared with the first six months of 1999.
TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                                       Three months
                                                      ended June 30,                   Percentage
                                               2000                   1999               Change
                                                                                        increase
                                                                                       (decrease)
Interest income                                $  19,241              $  16,886                13.9%
Interest expense                                   6,910                  5,853                18.1%
                                           --------------         --------------

Net interest income                               12,331                 11,033                11.8%

Provision for loan losses                            900                    870                 3.4%
                                           --------------         --------------

Net interest income after                         11,431                 10,163                12.5%
  provision for loan losses

Noninterest income                                 3,240                  3,368                -3.8%
Noninterest expenses                               9,450                  8,887                 6.3%
                                           --------------         --------------

Net income before income taxes                     5,221                  4,644                12.4%
Income taxes                                       1,796                  1,601                12.2%
Tax equivalent adjustment1                           281                    292                -3.8%
                                           --------------         --------------

Net income                                     $   3,144              $   2,751                14.3%
                                           ==============         ==============

Diluted earnings per common share              $    0.43              $    0.38                13.2%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for June 30, 2000 and 1999.
TRICO BANCSHARES
                                       CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                                        Six months
                                                      ended June 30,                   Percentage
                                               2000                   1999               Change
                                                                                        increase
                                                                                       (decrease)
Interest income                                $  37,422              $  33,516                11.7%
Interest expense                                  13,318                 11,691                13.9%
                                           --------------         --------------

Net interest income                               24,104                 21,825                10.4%

Provision for loan losses                          1,700                  1,710                (0.6%)
                                           --------------         --------------

Net interest income after                         22,404                 20,115                11.4%
  provision for loan losses

Noninterest income                                 7,866                  6,330                24.3%
Noninterest expenses                              18,474                 17,373                 6.3%
                                           --------------         --------------

Net income before income taxes                    11,796                  9,072                30.0%
Income taxes                                       4,156                  3,110                33.6%
Tax equivalent adjustment1                           568                    577                -1.6%
                                           --------------         --------------

Net income                                     $   7,072              $   5,385                31.3%
                                           ==============         ==============

Diluted earnings per common share              $    0.96              $    0.74                29.7%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for June 30, 2000 and 1999.
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, 2000,  interest income increased  $2,355,000
(14.0%)  over the same  period in 1999.  The  average  balance of total  earning
assets  was  higher  by  $35,988,000  (4.5%).  Average  loan  balances  were  up
$67,614,000  (12.2%)  while  average  security  balances  were down  $32,697,000
(13.0%).  The average yield on loans,  securities and Fed funds sold were higher
by 60,  63 and 146 basis  points  respectively.  The  overall  yield on  average
earning assets increased 76 basis points to 9.12%.

For the second quarter of 2000,  interest expense increased  $1,057,000  (18.1%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up  $30,139,000  (4.5%).  The average  rate paid on time  deposits  and all
borrowings  increased 87 and 67 basis  points,  respectively,  and accounted for
$583,000  and $118,000 of the increase in interest  expense,  respectively.  The
average rate paid on interest bearing  liabilities  increased 46 basis points to
3.96%.

The combined effect of the increases in interest income and interest expense for
the second  quarter of 2000  versus 1999  resulted in an increase of  $1,298,000
(11.8%) in net interest  income.  Net interest  margin was up 39 basis points to
5.85% from 5.46% for the same periods in 2000 and 1999.

The six-month period ending June 30, 2000,  reflects an interest income increase
of $3,906,000  (11.7%) over the same period in 1999. An increase of  $60,056,000
(11.1%) in average  balances on loans  accounted  for a  $2,792,000  increase in
interest  income.  The average  yield  received  on all  earning  assets for the
six-month  period  ended  June 30,  2000 was up 66 basis  points to  8.96%,  and
contributed $2,193,000 to the increase in interest income.

Interest expense for the six-month period increased $1,627,000 (13.9%) from that
for the same period in 1999.  Rate  increases in deposits and  borrowings  added
$1,097,000 to interest expense.

The combined  effect of the increase in interest income and increase in interest
expense for the first six months of 2000 versus 1999  resulted in an increase of
$2,279,000  (10.4%) in net interest  income.  Net interest  margin rose 37 basis
points to 5.77% from 5.40%.

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,  2000 versus the same  periods in
1999.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              June 30, 2000                                    June 30, 1999

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
Assets
Earning Assets
  Loan 2,3                          $620,643        $ 15,385         9.92%           $553,029        $ 12,889         9.32%
  Securities                         219,017           3,794         6.93%            251,714         $ 3,962         6.30%
  Federal funds sold                   3,215              50         6.22%              2,944              35         4.76%
  Deposits in banks                      800              12         6.00%                  -               -
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             843,675          19,241         9.12%            807,687          16,886         8.36%
                                                 ------------                                    -------------
Cash and due from bank                37,092                                           35,110
Premises and equipment                16,131                                           16,323
Other assets,net                      42,507                                           33,957
Less:  allowance
  for loan losses                    (12,056)                                          (9,223)
                                -------------                                    -------------
      Total                         $927,349                                         $883,854
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $148,609             584         1.57%           $143,329             561         1.57%
  Savings deposits                   215,533           1,640         3.04%            222,717           1,681         3.02%
  Time deposits                      269,765           3,709         5.50%            243,713           2,824         4.63%
Fed funds purchased                   12,556             208         6.63%              7,538              94         4.99%
Repurchase agreements                  5,179              84         6.49%              1,701              21         4.94%
Long-term debt                        47,144             685         5.81%             49,649             672         5.41%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    698,786           6,910         3.96%            668,647           5,853         3.50%
                                                 ------------                                    -------------
Noninterest-bearing deposits         138,409                                          129,864
Other liabilities                     13,410                                           11,942
Shareholders' equity                  76,744                                           73,401
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity      $927,349                                         $883,854
                                =============                                    =============
Net interest rate spread5                                            5.16%                                            4.86%
Net interest income/net                             $ 12,331                                         $ 11,033
                                                 ============                                    =============
  interest margin6                                     5.85%                                            5.46%
                                                 ============                                    =============

1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $715,000 in 2000 and  $751,000 in 1999.  4Interest  income is stated on a tax
equivalent basis of 1.52 at June 30, 2000 and 1999.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities. 6Net interest margin is computed by dividing net interest income by
total average earning assets.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                     Six Months Ended
                                              June 30, 2000                                    June 30, 1999

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
Assets
Earning Assets
  Loan 2,3                         $ 603,651         $29,448         9.76%          $ 543,595         $25,273         9.30%
  Securities                         222,446           7,708         6.93%            262,671           8,200         6.24%
  Federal funds sold                   8,439             243         5.76%              1,839              43         4.68%
  Deposits in banks                      800              23         5.75%                  -               -
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             835,336          37,422         8.96%            808,105          33,516         8.30%
                                                 ------------                                    -------------
Cash and due from bank                36,827                                           35,351
Premises and equipment                16,078                                           16,215
Other assets,net                      41,717                                           34,629
Less:  allowance
  for loan losses                    (11,730)                                          (8,847)
                                -------------                                    -------------
      Total                        $ 918,228                                        $ 885,453
                                =============                                    =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 147,924           1,162         1.57%          $ 144,318           1,125         1.56%
  Savings deposits                   219,719           3,335         3.04%            223,609           3,360         3.01%
  Time deposits                      269,272           7,205         5.35%            244,209           5,690         4.66%
Fed funds purchased                    6,570             217         6.61%             11,909             295         4.95%
Repurchase agreements                  2,629              85         6.47%              1,128              28         4.96%
Long-term debt                        46,323           1,314         5.67%             43,705           1,193         5.46%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    692,437          13,318         3.85%            668,878          11,691         3.50%
                                                 ------------                                    -------------
Noninterest-bearing deposits         137,262                                          131,111
Other liabilities                     13,202                                           12,092
Shareholders' equity                  75,327                                           73,372
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 918,228                                        $ 885,453
                                =============                                    =============
Net interest rate spread5                                            5.11%                                            4.80%
Net interest income/net                              $24,104                                          $21,825
                                                 ============                                    =============
  interest margin6                                     5.77%                                            5.40%
                                                 ============                                    =============

1Average  balances  are  computed  principally  on the basis of daily  balances.
2Nonaccrual loans are included. 3Interest income on loans includes fees on loans
of $1,321,000 in 2000 and  $1,488,000 in 1999.  4Interest  income is stated on a
tax equivalent basis of 1.52 at June 30, 2000 and 1999.
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 thousand)

                       For the three months ended June 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                  -----------    ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 1,576         $ 920       $ 2,496
    Investment securities3              (515)          347          (168)
    Federal funds sold                     3            12            15
    Deposits in banks                     12             0            12
                                  -----------    ----------    ----------
      Total                            1,076         1,279         2,355
                                  -----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  21             2            23
    Savings deposits                     (54)           13           (41)
    Time deposits                        302           583           885
    Federal funds purchased               63            51           114
    Repurchase agreements                 43            20            63
    Long-term debt                       (34)           47            13
                                  -----------    ----------    ----------
      Total                              341           716         1,057
                                  -----------    ----------    ----------

Increase in net interest income        $ 735         $ 563       $ 1,298
                                  ===========    ==========    ==========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $715,000 in 2000 and
$751,000 in 1999.  3Interest  income is stated on a tax equivalent basis of 1.52
for June 30, 2000 and 1999 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 thousand)

                        For the six months ended June 30,
                                 2000 over 1999

                                                      Yield/
                                        Volume         Rate4         Total
                                    -----------    ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                          $ 2,792       $ 1,383       $ 4,175
    Investment securities3              (1,256)          764          (492)
    Federal funds sold                     154            46           200
    Deposits in banks                       23             0            23
                                    -----------    ----------    ----------
      Total                              1,713         2,193         3,906
                                    -----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                    28             9            37
    Savings deposits                       (58)           33           (25)
    Time deposits                          584           931         1,515
    Federal funds purchased               (132)           54           (78)
    Repurchase agreements                   37            20            57
    Long-term debt                          71            50           121
                                    -----------    ----------    ----------
      Total                                530         1,097         1,627
                                    -----------    ----------    ----------

Increase in net interest income        $ 1,183       $ 1,096       $ 2,279
                                    ===========    ==========    ==========

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,321,000 in 2000 and
$1,488,000 in 1999. 3Interest income is stated on a tax equivalent basis of 1.52
for June 30, 2000 and 1999.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank provided  $900,000 for loan losses in the second quarter of 2000 versus
$870,000 in 1999.  Net  charge-offs  for all loans in the second quarter of 2000
totaled $222,000 versus $140,000 in the year earlier period.

Noninterest Income

Noninterest  income for the second quarter of 2000 decreased  $128,000 (3.8%) to
$3,240,000 from $3,368,000  during the same period in 1999.  Income from service
charges and fees  increased  $106,000  (6.0%) to  $1,886,000,  primarily  due to
increased ATM fees. Other income decreased $234,000 (14.7%) to $1,354,000 in the
second  quarter of 2000  versus the same  quarter  in 1999.  Accounting  for the
decrease in other  income was a $135,000  decrease in gain on sale of other real
estate  owned from  $156,000 to $21,000,  a $91,000  decrease in gain on sale of
loans from  $195,000 to $104,000,  and a recovery of $124,000 made in the second
quarter of 1999 that was related to the Bank's credit card  portfolio  which was
sold in May of 1998. These decreases in other income were partially offset by an
increase in  commissions  on the sale of insurance,  mutual funds and annuities,
which were up $139,000  (20.9%) to $804,000 for the quarter ended June 30, 2000.
Excluding  the  effect of the gain on sale of other  real  estate  owned and the
credit card related  recovery  made in the second  quarter of 1999,  noninterest
income would have  increased  4.2% in the second quarter of 2000 versus the same
period in 1999.

For the six months ended June 30,  2000,  noninterest  income was up  $1,536,000
(24.3%) over the same period for 1999.  As described  above,  during the quarter
ended  March 31,  2000 the Company  recorded a one-time  pre-tax  income item of
$1,510,000  from the receipt of common stock.  Excluding  this  one-time  event,
noninterest  income for the six months ended June 30, 2000 would have  increased
$26,000  (0.4%) to  $6,356,000.  Service  charges and fee income was up $206,000
(5.9%) to 3,693,000  mainly due to increased  ATM fees.  Other income  increased
$1,330,000  (46.8%) to $4,173,000.  Significant  changes in the following  items
contributed  to the net  increase:  $1,510,000  from the receipt of common stock
noted above,  commissions on insurance,  mutual fund and annuity sales increased
$283,000 to $1,484,000,  gain on sale of loans  decreased  $374,000 to $179,000,
and gain on sale of other real estate owned decreased $120,000 to $50,000.

Noninterest Expense

Noninterest  expense  increased  $563,000  (6.3%) to  $9,450,000  in the  second
quarter of 2000 versus  1999.  Salary and  benefit  expense  increased  $468,000
(10.5%) on a quarter over quarter basis to  $4,948,000.  The salary  expense was
higher due to a 2.9% increase in average full-time  equivalent employees to 390,
higher  commissions  and  other  incentives  that  are  tied  to  the  increased
profitability of the Company,  and annual salary increases.  The net addition of
approximately  11 FTE between  June 30, 1999 and June 30, 2000 was the result of
the opening of branches at Beale AFB, Modesto,  and Visalia, the pending opening
of a branch in Paradise,  the addition of several  commercial lenders in various
regions,  and the reduction of  approximately 8 backroom FTE during this period.
Other noninterest  expenses increased $95,000 (2.2%) to $4,502,000 in the second
quarter of 2000.

For the first six months  noninterest  expenses  increased  $1,101,000 (6.3%) to
$18,474,000  in 2000  compared  to 1999.  Salary and benefit  expense  increased
$869,000  (9.8%) to  $9,782,000.  The  salary  expense  was higher due to a 2.9%
increase in average full-time  equivalent  employees to 386, higher  commissions
and  other  incentives  that  are  tied to the  increased  profitability  of the
Company, and annual salary increases. Other expenses increased $232,000 (2.7%).

Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  2000 is 37.0% and
reflects  an increase  from 36.6% 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, 2000, loan balances were $74,928,000  (13.3%) higher than the ending
balances at June 30, 1999 and $50,714,000 (8.6%) higher than the ending balances
at  December  31,  1999.  On a year  over  year  basis at June  30,  commercial,
consumer,  and real estate  mortgage loan  balances  were higher by  $50,427,000
(20.1%), $13,167,000 (17.8%), and $12,695,000 (6.2%), respectively.  Real estate
construction loan balances were lower by $1,361,000 (3.8%).

Securities

At June 30, 2000, securities available-for-sale had a fair value of $217,287,000
and an amortized cost of $225,643,000.  This portfolio contained mortgage-backed
securities  with an amortized cost of  $127,520,000  of which  $16,848,000  were
CMOs.
Nonperforming Loans

As shown in the following table, total nonperforming assets have increased 85.3%
to $6,377,000 in the first six months of 2000.  Nonperforming  assets  represent
0.66% 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,
                                                  2000               1999

Nonaccrual loans                               $    4,292         $    1,758
Accruing loans past due 90 days or more             1,045                923
Restructured loans (in compliance with
  modified terms)                                       0                  0
                                             -------------     --------------

     Total nonperforming loans                      5,337              2,681

Other real estate owned                             1,040                760
                                             -------------     --------------

     Total nonperforming assets                $    6,377         $    3,441
                                             =============     ==============

Nonperforming loans to total loans                  0.83%              0.46%
Allowance for loan losses to
  nonperforming loans                                236%               412%
Nonperforming assets to total assets                0.66%              0.37%
Allowance for loan losses to
  nonperforming assets                               197%               321%
Allowance for Loan Loss

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

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
1999.
The following table presents information  concerning the allowance and provision
for loan losses.

                                           June 30,           June 30,
                                             2000               1999
                                                   (in thousands)

Balance, beginning of period                    $ 11,037            $ 8,206
Provision charged to operations                    1,700              1,710
Loans charged off                                   (424)              (270)
Recoveries of loans previously
  charged off                                        279                 70
                                         ----------------    ---------------
Balance, end of period                          $ 12,592            $ 9,716
                                         ================    ===============
Ending loan portfolio                          $ 639,570          $ 564,642
                                         ================    ===============
Allowance to loans as a
  percentage of ending loan portfolio              1.97%              1.72%
                                         ================    ===============

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, 2000:
Total Capital to Risk Weighted Assets:
    Consolidated                     $86,482   11.91%       =>$58,087 =>8.0%     =>$72,609  =>10.0%
    Tri Counties Bank                $84,947   11.72%       =>$57,985 =>8.0%     =>$72,481  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $77,406   10.66%       =>$29,044 =>4.0%     =>$43,565  => 6.0%
    Tri Counties Bank                $75,843   10.46%       =>$28,992 =>4.0%     =>$43,488  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $77,406    8.40%       =>$36,857 =>4.0%     =>$46,072  => 5.0%
    Tri Counties Bank                $75,843    8.24%       =>$36,808 =>4.0%     =>$46,010  => 5.0%
Year 2000

The Company  previously  recognized the material  nature of the business  issues
surrounding computer processing of dates into and beyond the Year 2000 and began
taking  corrective  action as required  pursuant to the  interagency  statements
issued by the Federal Financial Institutions Examination Council.

Management  believes the Company has  completed  all the  activities  within its
control  to ensure  that the  Company's  systems  are Year 2000  compliant.  The
Company has not experienced and  interruptions  to normal  operations due to the
start  of  the  Year  2000.  The  Company's  Year  2000  readiness   costs  were
approximately  $103,000.  The  Company  does not  currently  expect to apply any
further funds to address the Year 2000 issues.

As of June 30, 2000, the Company has not experienced any material disruptions of
its internal  computer systems or software  applications and has not experienced
any problems  with the computer  systems or software  applications  of its third
party  vendors,  suppliers or service  providers.  The Company will  continue to
monitor these third parties to determine the impact, if any, on its business and
the actions it must take, if any, in the event of non-compliance by any of these
third  parties.  Based upon the  Company's  assessment  of  compliance  by third
parties,  there  appears  to be no  material  business  risk  posed  by any such
non-compliance.

Although the Company's Year 2000 rollover did not present any material  business
disruption,  there  are some  remaining  Year  2000  related  risks.  Management
believes that  appropriate  actions have been taken to address  these  remaining
Year 2000 issues and  contingency  plans are in place to minimize the  financial
impact to the  Company.  Management,  however,  cannot be certain that Year 2000
issues affecting its customers,  suppliers or service  providers will not have a
material adverse impact on the Company.

                         Item 3. MARKET RISK MANAGEMENT

There have not been any  significant  changes in the market risk  profile of the
Bank since December 31, 1999.
PART II

Other Information

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

         (a.)     Annual Meeting held May 9, 2000.  Number of shares represented
                  in person or by proxy and constituting a quorum: 6,081,507 85%

         (c.)     Election of directors                VOTES FOR
                                                       ---------
                    Everett B. Beich                   6,053,251
                                                       ---------
                    William J. Casey                   6,053,858
                                                       ---------
                    Craig S. Compton                   6,053,858
                                                       ---------
                    Douglas F. Hignell                 6,053,656
                                                       ---------
                    Brian D. Leidig                    6,053,108
                                                       ---------
                    Wendell J. Lundberg                6,053,108
                                                       ---------
                    Donald E. Murphy                   6,053,108
                                                       ---------
                    Richard P. Smith                   6,053,758
                                                       ---------
                    Robert H. Steveson                 5,908,842
                                                       ---------
                    Carroll Taresh                     6,049,525
                                                       ---------
                    Alex A. Vereschagin, Jr.           6,053,108
                                                       ---------

                    Ratify the appointment of Arthur Andersen LLP as independent
                    public accountants of the Company for 2000.
                    Votes:  FOR 6,021,563, AGAINST 2,626, ABSTAIN 57,318

 (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 25, 2000                                    /s/  Richard P. Smith
    --------------------                                 -----------------------
                                                         President and
                                                         Chief Executive Officer

Date    July 25, 2000                                    /s/  Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Vice President and
                                                         Chief Financial Officer