<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, 1998                   Commission file number 0-10661
                  -------------                                          -------

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


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

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

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


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

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

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

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 11, 1998:  4,681,232

<PAGE>
<TABLE>
<CAPTION>

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


                                                                                 June 30,              December 31,
                                                                                  1998                    1997
                                                                            ------------------     ------------------  
<S>                                                                          <C>                    <C>             
Assets:
Cash and due from banks                                                      $         39,420       $         48,476
Federal funds sold                                                                      2,500                 15,000
                                                                            ------------------     ------------------
   Cash and cash equivalents                                                           41,920                 63,476
Securities held-to-maturity
 (approximate fair value $82,856 and $88,950)                                          82,926                 90,764
Securities available-for-sale, net of
 unrealized gain of $609 and $471                                                     214,951                175,753
                                                                                      
Loans, net of allowance for loan losses of $(7,138) and $(6,459)                      484,165                442,508
Premises and equipment, net                                                            16,807                 18,901
Investment in real estate properties                                                      449                    856
Other real estate owned                                                                 1,464                  2,230
Accrued interest receivable                                                             6,231                  5,701
Other assets                                                                           24,382                 25,976
                                                                            ------------------     ------------------
     Total assets                                                             $       873,295        $       826,165
                                                                            ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                   $       125,073        $       122,069
 Interest-bearing demand                                                              128,145                130,958
 Savings                                                                              206,321                216,402
 Time certificates                                                                    265,939                254,665
                                                                             ------------------     ------------------
     Total deposits                                                                   725,478                724,094
Fed funds purchased                                                                    15,000                 15,300
Repurchase agreements                                                                  17,600                      -
Accrued interest payable and other liabilities                                         10,756                 10,207
Long term borrowings                                                                   36,432                 11,440
                                                                            ------------------     ------------------
     Total liabilities                                                                805,266                761,041
                                                                                      

Shareholders' equity:
Common stock                                                                           48,341                 48,161
Retained earnings                                                                      19,529                 16,956
Unrealized gain on securities available for sale, net                                     159                      7
                                                                            ------------------     ------------------
     Total shareholders' equity                                                        68,029                 65,124
                                                                            ------------------     ------------------
     Total liabilities and shareholders' equity                               $       873,295        $       826,165
                                                                            ==================     ==================
</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,
                                                   --------------                        --------------
                                              1998               1997                1998               1997
                                              ----               ----                ----               ----
<S>                                         <C>                 <C>                <C>               <C> 
Interest income:
  Interest and fees on loans                $    11,922         $   10,840         $    23,243       $    21,571
  Interest on investment
   securities-taxable                             3,860              3,702               7,490             6,646
  Interest on investment
   securities-tax exempt                            437                183                 685               251
  Interest on federal funds sold                     62                 53                 128               268
                                          --------------     --------------      --------------     -------------
     Total interest income                       16,281             14,778              31,546            28,736
                                          --------------     --------------      --------------     -------------

Interest expense:
  Interest on deposits                            5,867              5,681              11,579            10,890
  Interest on federal funds purchased                64                 92                  68               131
  Interest on repurchase agreements                 159                  -                 212                 -
  Interest on other borrowings                      410                326                 579               686
                                          --------------     --------------      --------------     -------------
     Total interest expense                       6,500              6,099              12,438            11,707
                                          --------------     --------------      --------------     -------------

     Net interest income                          9,781              8,679              19,108            17,029

Provision for loan losses                         1,235                600               2,060             1,200
                                          --------------     --------------      --------------     -------------
    Net interest income after
     provision for loan losses                    8,546              8,079              17,048            15,829

Noninterest income:
  Service charges and fees                        1,875              1,684               3,757             3,175
  Other income                                    2,080                724               3,204             1,330
                                          --------------     --------------      --------------     -------------
     Total noninterest income                     3,955              2,408               6,961             4,505
                                          --------------     --------------      --------------     -------------
Noninterest expenses:
  Salaries and related expenses                   4,228              4,031               8,415             7,607
  Other, net                                      4,880              4,789               9,080             8,505
                                          --------------     --------------      --------------     -------------
  Total noninterest expenses                      9,108              8,820              17,495            16,112
                                          --------------     --------------      --------------     -------------

Net income before income taxes                    3,393              1,667               6,514             4,222

  Income taxes                                    1,252                588               2,443             1,579
                                          --------------     --------------      --------------     -------------
     Net income                                   2,141              1,079               4,071             2,643

Basic earnings per common share           $        0.46      $        0.23       $        0.87      $       0.57
                                          ==============     ==============      ==============     =============
Diluted earnings per common share         $        0.44      $        0.22       $        0.84      $       0.55
                                          ==============     ==============      ==============     =============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


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



                                             Common stock                             Unrealized
                                                                                      securities
                                       Number                         Retained          holding
                                     of shares         Amount         earnings           gain             Total
                                    -------------   -------------   -------------   ---------------    ------------
<S>                                  <C>              <C>             <C>            <C>                <C>   
Balance,
 December 31, 1997                     4,662,649        $ 48,161        $ 16,956       $         7        $ 65,124

Exercise of common stock
 options                                  12,543              97                                          $     97

Common stock cash
 dividends                                                                (1,498)                         $ (1,498)

Change in unrealized
 gain on securities                                                                            152        $    152

Stock option amortization                                     83                                          $     83

Net income                                                                 4,071                          $  4,071
                                    -------------   -------------   -------------   ---------------    ------------
Balance,
 June 30, 1998                         4,675,192        $ 48,341        $ 19,529         $     159        $ 68,029
                                    =============   =============   =============   ===============    ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                          TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (in thousands)
                                                                              For the six months
                                                                                ended June 30,
                                                                           1998                1997
<S>                                                                     <C>                <C>     
Operating activities:
Net income                                                              $   4,071          $    2,643
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:
    Provision for loan losses                                               2,060               1,200
    Provision for losses on other real estate owned                           342                  52
    Depreciation and amortization                                           1,287               1,156
    Amortization of intangible assets                                         669                 571
    Accretion of investment security discounts                               (138)                (39)
    Deferred income taxes                                                    (124)                438
    Investment security (gains) losses (net)                                 (137)                (19)
    (Gain) loss on sale of OREO                                               (30)                 31
    (Gain) loss on sale of loans                                             (294)                (17)
    (Gain) loss on sale of fixed assets                                        69                  14
    Amortization of stock options                                              83                 105
    (Increase) decrease in interest receivable                               (530)             (1,062)
    Increase (decrease) in interest payable                                   301               1,197
    (Increase) decrease in other assets and liabilities                     1,097                (552)
                                                                   ---------------      --------------
         Net cash provided (used) by operating activities                   8,726               5,718

Investing activities:
    Proceeds from maturities of securities held-to-maturity                 7,939               5,517
    Proceeds from maturities of securities available-for-sale              59,577              16,206
    Proceeds from sale of securities available-for-sale                    37,710              27,036
    Purchases of securities available-for-sale                           (136,066)           (121,688)
    Net (increase) decrease in loans                                      (42,029)            (22,929)
    Proceeds from sales of fixed assets                                       180                  23
    Purchases of premises and equipment                                    (1,071)             (2,408)
    Purchases and additions to real estate properties                         (21)               (237)
    Proceeds from the sale of OREO                                          1,224                 397
                                                                   ---------------      --------------
         Net cash provided (used) by investing activities                 (72,557)            (98,083)

Financing activities:
    Net increase (decrease) in deposits                                     1,384              97,984
    Net increase (decrease) in Fed funds purchased                           (300)                  -
    Net increase (decrease) in repurchase agreements                       17,600              (4,900)
    Borrowings under long-term debt agreements                             30,000                   -
    Payments of principal on long-term debt agreements                     (5,008)             (3,006)
    Cash dividends - Common                                                (1,498)             (1,479)
    Exercise of common stock options                                           97                  84
                                                                   ---------------      --------------
         Net cash provided (used) by financing activities                  42,275              88,683
                                                                   ---------------      --------------

         Increase (decrease) in cash and cash equivalents                 (21,556)             (3,682)
         Cash and cash equivalents at beginning of year                    63,476              52,231
                                                                   ---------------      --------------
         Cash and cash equivalents at end of period                  $     41,920         $    48,549
                                                                   ===============      ==============

Supplemental information:
    Cash paid for taxes                                              $      3,280         $     1,808
    Cash paid for interest expense                                   $     12,137         $    10,510
</TABLE>
<PAGE>




                                Item 1. Notes to Condensed Consolidated
                                          Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months  ended June 30, 1998 and 1997 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, 1997.


Note B - Comprehensive Income

As of  January  1,  1998,  the  Company  adopted  FASB  Statement  of  Financial
Accounting Standards No. 130, Reporting  Comprehensive  Income, (SFAS 130). This
Statement  established  standards for the reporting and display of comprehensive
income  and  its  components  in the  financial  statements.  For  the  Company,
comprehensive income includes net income reported on the statement of income and
changes in the fair value of its  available-for-sale  investments  reported as a
component of  shareholders'  equity.  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).

<TABLE>
<CAPTION>
 
                                             Three months ended           Six  months ended
                                                   June 30,                   June 30,
                                             1998          1997           1998        1997
                                             ------------------           ----------------
<S>                                          <C>          <C>             <C>         <C>    
Net income                                   $ 2,141      $ 1,079         $ 4,071     $ 2,643
Net change in unrealized gains (losses)
  on available-for-sale investments              183          591             152         265
                                            --------     --------        --------    --------

Comprehensive income                         $ 2,324      $ 1,670         $ 4,223     $ 2,908
                                             =======      =======         =======     =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
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 June30, 1998
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
<S>                                                       <C>          <C>             <C>  
Basic Earnings per Share
  Net income available to common shareholders             $2,141       4,671,523       $0.46
Common stock options outstanding                              --         187,464
Diluted Earnings per Share
  Net income available to common shareholders             $2,141       4,858,987       $0.44
                                                          ======       =========

                                                            Three Months Ended June30, 1997
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $1,079       4,649,403       $0.23
Common stock options outstanding                              --         178,145
Diluted Earnings per Share
  Net income available to common shareholders             $1,079       4,827,548       $0.22
                                                          ======       =========

                                                             Six Months Ended June30, 1998
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $4,071       4,665,311       $0.87
Common stock options outstanding                              --         190,032
Diluted Earnings per Share
  Net income available to common shareholders             $4,071       4,855,343       $0.84
                                                          ======       =========

                                                             Six Months Ended June30, 1997
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $2,643       4,645,639       $0.57
Common stock options outstanding                              --         178,620
Diluted Earnings per Share
  Net income available to common shareholders             $2,643       4,824,259       $0.55
                                                          ======       =========
</TABLE>
<PAGE>
Note D - Derivative Instruments and Hedging Activities

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging  Activities.  The  Statement  establishes  accounting  and reporting
standards  requiring  that  every  derivative   instrument   (including  certain
derivative  instruments  embedded in other contracts) be recorded in the balance
sheet as either an asset or liability  measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized  currently in
earnings unless specific hedge accounting  criteria are met. Special  accounting
for qualifying  hedges allows a derivative's  gains and losses to offset related
results on the hedge item in the income  statement,  and requires that a company
must formally document,  designate, and assess the effectiveness of transactions
that receive hedge accounting.

Statement  133 is effective for fiscal years  beginning  after June 15, 1999 and
the Company plans to adopt its provisions  effective  January 1, 2000. While the
Company  does not  currently  utilize  any  traditional  derivative  instruments
(options, swaps, forwards, etc.) in its business, certain of its investments and
long-term  borrowings have embedded options due to call or put features that may
be required to be accounted for differently  under this Statement as compared to
current accounting principles. The Company has not yet quantified the impacts of
adopting Statement 133 on its consolidated  financial  statements,  however, the
Statement   could  increase  the   volatility  of  future   earnings  and  other
comprehensive income.

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

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

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

Overview

The Company had record  quarterly  earnings of $2,141,000 for the second quarter
ended June 30, 1998.  The quarterly  earnings  represented a 98.4% increase over
the $1,079,000  reported for the same period of 1997. Diluted earnings per share
for the second quarter 1998 were $0.44 versus $0.22 in the year earlier  period.
Earnings for the six months ended June 30, 1998 were $4,071,000  versus year ago
results of $2,643,000. The diluted earnings per share were $.84 and $.55 for the
respective six month periods.

Pretax earnings for the second quarter of 1998 were $3,393,000 versus $1,667,000
for the same  period in 1997.  During the  quarter the Bank sold its credit card
portfolio of $14,365,000 for a gain of $793,000 which is included in noninterest
income.  Net  interest  income  reflected  growth  of 12.7% to  $9,781,000.  The
interest   income   component   was  up   $1,503,000   (10.2%)   due  to  higher
quarter-over-quarter volume of earning assets ($769,550,000 versus $707,595,000)
and a 17 basis  point  increase  in yield on average  earning  assets.  Interest
expense  increased  $401,000 (6.6%) which was due predominately to a $35,994,000
(5.85%)  increase  in  interest-bearing  liabilities.  Average  rates  paid  for
interest-bearing liabilities increased 3 basis points over the second quarter of
1997. Net interest  margin was 5.20% for the second quarter of 1998 versus 4.96%
in the same quarter of the prior year.  This higher net interest margin reflects
the  effects  of  the  higher   growth  rate  in  earning   assets   versus  the
interest-bearing  liabilities.  The provision for loan losses of $1,235,000  for
the second quarter of 1998 was $635,000  higher than in the same quarter of 1997
due to loan growth and an increased level of loans charged off.

Noninterest  income,  net of the  gain  on  sale of the  credit  card  portfolio
discussed above, increased $754,000 or 31.3% for the second quarter of 1998 over
the prior year  second  quarter.  The  service  charge  and fee  income  portion
increased  11.4% to $1,875,000 due to an increase in account volumes and fees on
non-Bank  customer ATM  transactions  implemented in the fourth quarter of 1997.
Other income, net of the nonrecurring  item,  increased $563,000 or 77.8% in the
second quarter of 1998 versus the same quarter in 1997. A  miscellaneous  income
adjustment  accounted  for  $228,000  of the  increase.  Gains  on the  sale  of
investments  and  real  estate  mortgage  loans  were up  $55,236  to  $105,455.
Commissions  on the sale of  mutual  funds  and  annuities  were up  $55,471  to
$649,623.

Noninterest expense increased $288,000 or 3.2% in the second quarter 1998 versus
1997. Salary and benefit expense increased  $197,000 (4.9%) mostly due to higher
commission payments to sales personnel and accruals for the management incentive
program.  Other expenses  increased  $91,000 or 1.9%. On a  quarter-over-quarter
basis,  provisions  for OREO  property  valuations  added  $303,000 to the other
expenses and all other expenses were favorable by a total of $212,000.

Assets  of the  Company  totaled  $873,295,000  at June 30,  1998  which  was an
increase of $47,130,000 (5.7%) and $76,158,000 (9.6%) from the December 31, 1997
and June 30, 1997 ending balances, respectively.  Changes in earning assets from
the prior year quarter end balances included an increase in loans of $30,562,000
to  $491,303,000  and an increase in securities of $54,358,000 to  $297,877,000.
From year end 1997 balances,  nonperforming assets have decreased $2,026,000 and
total  $5,453,000  at June 30,  1998.  Nonperforming  assets were 0.62% of total
assets at quarter end.

Year to date 1998,  on an  annualized  basis,  the Company  realized a return on
assets of .99% and a return on  equity of 12.19%  versus  0.69% and 8.57% in the
first half of 1997.  TriCo  Bancshares  ended the quarter  with a Tier 1 capital
ratio of 10.6% and a total risk-based capital ratio of 11.8%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 1998 compared with the second quarter of 1997
and for the first six months of 1998 compared with the first six months of 1997.
<PAGE>
<TABLE>
<CAPTION>
                                             TRICO BANCSHARES
                                           CONDENSED COMPARATIVE
                                             INCOME STATEMENT
                             (in thousands, except earnings per common share)



                                                           Three months
                                                          ended June 30,                  Percentage
                                                    1998                  1997              Change
                                                      (in thousands, except                increase
                                                       earnings per share)                (decrease)
<S>                                               <C>                   <C>                 <C>  
Interest income                                   $    16,504           $    14,873           11.0%
Interest expense                                        6,500                 6,099            6.6%
                                               ---------------       ---------------

Net interest income                                    10,004                 8,774           14.0%

Provision for loan losses                               1,235                   600          105.8%
                                               ---------------       ---------------

Net interest income after                               8,769                 8,174            7.3%
  provision for loan losses

Noninterest income                                      3,955                 2,408           64.2%
Noninterest expenses                                    9,108                 8,820            3.3%
                                               ---------------       ---------------

Net income before income taxes                          3,616                 1,762          105.2%
Income taxes                                            1,252                   588          112.9%
Tax equivalent adjustment1                                223                    95          134.2%
                                               ---------------       ---------------

Net income                                       $      2,141          $      1,079           98.4%
                                               ===============       ===============


Diluted earnings per common share                $       0.44          $       0.22          100.0%


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          TRICO BANCSHARES
                                        CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)



                                                         Six months
                                                       ended June 30,                   Percentage
                                                  1998                 1997               Change
                                                    (in thousands, except                increase
                                                     earnings per share)                (decrease)
<S>                                             <C>                  <C>                 <C>  
Interest income                                 $    31,895          $    28,867            10.5%
Interest expense                                     12,438               11,707             6.2%
                                             ---------------      ---------------

Net interest income                                  19,457               17,160            13.4%

Provision for loan losses                             2,060                1,200            71.7%
                                             ---------------      ---------------

Net interest income after                            17,397               15,960             9.0%
  provision for loan losses

Noninterest income                                    6,961                4,505            54.5%
Noninterest expenses                                 17,495               16,112             8.6%
                                             ---------------      ---------------

Net income before income taxes                        6,863                4,353            57.7%
Income taxes                                          2,443                1,579            54.7%
Tax equivalent adjustment1                              349                  131           167.7%
                                             ---------------      ---------------

Net income                                     $      4,071         $      2,643            54.0%
                                             ===============      ===============


Diluted earnings per common share              $       0.84         $       0.55            52.7%


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
</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, 1998,  interest income increased  $1,631,000
or 11.0% over the same  period in 1997.  The  average  balance of total  earning
assets was higher by $61,955,000 for an 8.8% increase. All categories of earning
assets  had  higher  average  balances  with  loans up  $32,295,000  (7.3%)  and
securities up $29,076,000  (11.1%).  Interest income  increased  $1,242,000 as a
result of higher average balances.  The average yields on loans,  securities and
Federal Funds sold were higher by 24, 14 and 8 basis points respectively, adding
$389,000  to  interest  income for the  quarter.  The  overall  yield on average
earning assets rose 17 basis points to 8.58%.

For the second quarter of 1998,  interest  expense  increased by $401,000 (6.6%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up $35,994,000  (5.58%) which  resulted in a $469,000  increase in interest
expense.  Average  balances  of  long-term  debt  and  time  deposits  increased
$17,334,000  (51.4%) and $15,675,000 (6.3%)  respectively and accounted for most
of  the  change  in   interest-bearing   liabilities.   Rate   variances   on  a
quarter-over-quarter basis resulted in a decrease of $68,000 in interest expense
for the second quarter of 1998.

The combined effect of the increase in both interest income and interest expense
for the second quarter of 1998 versus 1997 resulted in an increase of $1,230,000
or 14.0% in net interest  income.  Net interest margin was up 24 basis points to
5.20% from 4.96% for the same  periods.  However,  net interest  margin was down
from the 5.22% level in the first quarter of 1998.  During the second quarter of
1998 the  Company  borrowed  $30,000,000  from the  Federal  Home  Loan Bank and
negotiated  for  $20,000,000  in  certificates  of  deposits  with the  State of
California.  These funds were invested in securities at an average spread of 149
basis points.  The ongoing effect of these  transactions will be to increase net
interest income and slightly depress the net interest margin.  To the extent the
Bank is successful in replacing  some of the  investment  portfolio  with higher
yielding  loans,  the net  interest  margin will tend to move higher  during the
balance of 1998.

Net interest  income and net interest margin  comparisons  between the first six
months  of 1998  and 1997 are  influenced  by the  inclusion  of six  months  of
operations  in 1998 of the nine  branches  purchased  from  Wells  Fargo Bank on
February  21, 1997,  compared to the  inclusion of just over four months of such
operations in 1997.

The six month period ending June 30, 1998,  reflects an interest income increase
of  $3,028,000  or 10.5%  over the same  period  in 1997.  Most of the  increase
resulted  from  higher  average  balances  on loans and  investment  securities.
Interest income from the volume increase for these two items totaled $2,711,000.
The balance of the increase came from slightly  higher yields on earning assets.
The average rate  received on all earning  assets for the six month period ended
June 30,  1998 was 8.54% or 6 basis  points  higher  than the 8.49% for the same
period in 1997.

Interest  expense for the six month period  increased  $731,000 (6.2%) from that
for the same period in 1997.  Volume  increases in deposits and borrowings added
$929,000 of interest  expense.  This was offset in part by slightly  lower rates
and  reductions in Federal  Funds  purchased and  short-term  debt  outstanding.
Overall  average  rates paid on  interest-bearing  liabilities  in the first six
months of 1998 decreased 4 basis points to 3.92% from the same period in 1997.

The combined effect of the increase in both interest income and interest expense
for the  first  six  months of 1998  versus  1997  resulted  in an  increase  of
$2,297,000 or 13.4% in net interest  income.  Net interest  margin rose 17 basis
points to 5.21 from 5.05%.

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,  1998 versus the same  periods in
1997.
<PAGE>
<TABLE>
<CAPTION>
                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                 Three Months Ended
                                                 6/30/98                                     6/30/97

                                   Average         Income/        Yield/      Average           Income/       Yield/
                                   Balance1        Expense        Rate        Balance1          Expense       Rate
<S>                               <C>              <C>           <C>          <C>              <C>            <C> 
Assets
Earning assets
  Loans 2,3                        $  473,108       $ 11,922      10.08%       $  440,813       $ 10,840       9.84%
  Securities4                         292,051          4,520       6.19%          262,975          3,980       6.05%
  Federal funds sold                    4,391             62       5.65%            3,807             53       5.57%
                                  -------------   ------------               --------------    -----------
    Total earning assets              769,550         16,504       8.58%          707,595         14,873       8.41%
                                                  ------------                                 -----------
Cash and due from bank                 30,960                                      38,664
Premises and equipment                 17,877                                      16,440
Other assets,net                       33,501                                      35,172
Less:  allowance                            
  for loan losses                      (7,023)                                     (6,030)
                                 -------------                              --------------
      Total                        $  844,865                                  $  791,841
                                 =============                              ==============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $  133,156            755       2.27%       $  123,443            695       2.25%
  Savings deposits                    207,106          1,589       3.07%          213,186          1,630       3.06%
  Time deposits                       266,663          3,523       5.28%          250,988          3,356       5.35%
Federal funds purchased                 4,543             64       5.64%            6,587             92       5.59%
Short-term debt                        11,224            159       5.67%            9,828            156       6.35%
Long-term debt                         28,782            410       5.70%           11,448            170       5.94%
                                 -------------   ------------               --------------    -----------
   Total interest-bearing
      liabilities                     651,474          6,500       3.99%          615,480          6,099       3.96%
                                                 ------------                                 -----------
Noninterest-bearing deposits          114,117                                     104,508
Other liabilities                      11,885                                      10,268
Shareholders' equity                   67,389                                      61,585
                                 -------------                              --------------
    Total liabilities
      and shareholders' equity     $  844,865                                  $  791,841
                                 =============                              ==============

Net interest rate spread5                                          4.59%                                       4.44%
Net interest income/net                             $ 10,004                                   $   8,774
                                                 ============                                 ===========
  interest margin6                                     5.20%                                       4.96%
                                                 ============                                 ===========


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 802,000 in 1998 and $448,000  in 1997.
4Interest  income is stated on a tax  equivalent  basis of 1.51 and 1.52 at June
30, 1998 and 1997 respectively. 5Net interest rate spread represents the average
yield  earned  on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.  6Net interest margin is computed by dividing net
interest income by total average earning assets.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                   Six Months Ended
                                                 6/30/98                                     6/30/97

                                     Average         Income/        Yield/        Average        Income/       Yield/
                                     Balance1        Expense        Rate          Balance1       Expense       Rate
<S>                                <C>            <C>              <C>         <C>           <C>               <C>  
Assets
Earning assets
  Loans 2,3                         $  463,320     $   23,243       10.03%      $  436,332    $   21,571        9.89%
  Securities4                          279,615          8,524        6.10%         233,799         7,028        6.01%
  Federal funds sold                     4,424            128        5.79%          10,013           268        5.35%
                                 --------------  -------------                -------------  ------------
    Total earning assets               747,359         31,895        8.54%         680,144        28,867        8.49%
                                                 -------------                               ------------
Cash and due from bank                  31,815                                      39,816
Premises and equipment                  18,431                                      15,978
Other assets,net                        33,960                                      32,142
Less:  allowance
  for loan losses                       (6,822)                                     (6,024)
                                 --------------                               -------------
      Total                         $  824,743                                  $  762,056
                                 ==============                               =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $  133,383          1,503        2.25%      $  115,114         1,299        2.26%
  Savings deposits                     212,145          3,237        3.05%         205,040         3,123        3.05%
  Time deposits                        259,233          6,839        5.28%         244,146         6,468        5.30%
Federal funds purchased                  2,389             68        5.69%           4,731           131        5.54%
Short-term debt                          7,473            212        5.67%           9,828           312        6.35%
Long-term debt                          20,110            579        5.76%          12,759           374        5.86%
                                 --------------  -------------                -------------  ------------
   Total interest-bearing
      liabilities                      634,733         12,438        3.92%         591,618        11,707        3.96%
                                                 -------------                               ------------
Noninterest-bearing deposits           111,849                                      98,765
Other liabilities                       11,365                                       9,970
Shareholders' equity                    66,796                                      61,703
                                 --------------                               -------------
    Total liabilities
      and shareholders' equity      $  824,743                                  $  762,056
                                 ==============                               =============

Net interest rate spread5                                            4.62%                                      4.53%
Net interest income/net                            $   19,457                                 $   17,160
                                                 =============                               ============
  interest margin6                                      5.21%                                      5.05%
                                                 =============                               ============


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 1,429,000 in 1998 and $1,024,000 in 1997.
4Interest  income is stated on a tax  equivalent  basis of 1.51 and 1.52 at June
30, 1998 and 1997 respectively. 5Net interest rate spread represents the average
yield  earned  on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.  6Net interest margin is computed by dividing net
interest income by total average earning assets.
</TABLE>
<PAGE>

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



                                      For the three months ended June 30,
                                                 1998 over 1997

                                                     Yield/
                                         Volume       Rate4         Total
                                  --------------    --------     ---------
Increase (decrease) in interest income:
    Loans 1,2                           $   794     $   288       $ 1,082
    Investment securities3                  440         100           540
    Federal funds sold                        8           1             9
                                  --------------    --------     ---------
      Total                               1,242         389         1,631
                                  --------------    --------     ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     55           5            60
    Savings deposits                        (46)          5           (41)
    Time deposits                           210         (43)          167
    Federal funds purchased                 (29)          1           (28)
    Short-term debt                          22         (19)            3
    Long-term debt                          257         (17)          240
                                  --------------    --------     ---------
      Total                                 469         (68)          401
                                  --------------    --------     ---------
Increase (decrease) in
  net interest income                  $    773     $   457       $ 1,230
                                  ==============    ========     =========


1Nonaccrual loans are included.
2Interest  income on loans includes fee income on loans of $ 802,000 in 1998 and
$448,000 in 1997.  3Interest  income is stated on a tax equivalent basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.
<PAGE>
                                TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)


                                           For the six months ended June 30,
                                                    1998 over 1997

                                                        Yield/
                                           Volume        Rate4        Total
                                          --------     --------     --------
Increase (decrease) in interest income:
    Loans 1,2                             $ 1,334       $  338      $ 1,672
    Investment securities3                  1,377          119        1,496
    Federal funds sold                       (150)          10         (140)
                                          --------     --------     --------
      Total                                 2,561          467        3,028
                                          --------     --------     --------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      206           (2)         204
    Savings deposits                          108            6          114
    Time deposits                             400          (29)         371
    Federal funds purchased                   (65)           2          (63)
    Short-term debt                           (75)         (25)        (100)
    Long-term debt                            215          (10)         205
                                          --------     --------     --------
      Total                                   789          (58)          731
                                          --------     --------     --------
Increase (decrease) in
  net interest income                     $ 1,772       $  525       $ 2,297
                                          ========     ========     ========


1Nonaccrual loans are included.
2Interest  income on loans  includes  fee income on loans of $ 1,429,000 in 1998
and $1,024,000 in 1997.  3Interest income is stated on a tax equivalent basis of
1.51 and 1.52 for June 30, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.
<PAGE>

Provision for Loan Losses

The Bank  provided  $1,235,000  for loan  losses in the  second  quarter of 1998
versus  $600,000 in 1997. Net charge-offs for all loans in the second quarter of
1998 totaled  $881,000  versus  $233,000 in the year earlier  period.  Two loans
accounted for $728,000 of the charge-offs in the quarter.  Additional  provision
required  to cover  loan  growth  from the first  quarter  of 1998  amounted  to
$336,000.  As reported in the Form 10-Q for the first quarter of 1998,  the Bank
sold its credit card  portfolio  effective May 1, 1998,  and is no longer liable
for charge offs in that portfolio.  For all of 1997, net credit card charge offs
totaled $958,000  representing  36.3% of the total net charge offs for the year.
For the six months  ended June 30,  1998,  net credit card  charge-offs  totaled
$316,000 (through the sale date of May 1, 1998)  representing 22.9% of total net
charge  offs of  $1,381,000.  Management  anticipates  the level of the  monthly
provision for loan losses for the remainder of 1998 should  decrease as a result
of the sale of the credit card portfolio and the current performance of the loan
portfolio.

Noninterest Income

The Bank sold its credit card portfolio of $14,365,000 for a gain of $793,000 in
the second quarter of 1998.  Noninterest  income for the second quarter of 1998,
net of the gain on the sale of the credit card portfolio,  increased $754,000 or
31.3%  from the same  period  in 1997.  Income  from  service  charges  and fees
increased  11.4% to $1,875,000 due to an increase in account volumes and fees on
non-Bank  customer ATM  transactions  implemented in the fourth quarter of 1997.
Other  income,  net of the  gain  on the  sale  of the  credit  card  portfolio,
increased  $563,000  or 77.8% in the  second  quarter  of 1998  versus  the same
quarter in 1997. A miscellaneous income adjustment accounted for $228,000 of the
increase.  Gains on the sale of investments  and real estate mortgage loans were
up $55,000 to $105,000.  Commissions  on the sale of mutual funds and  annuities
were up $55,000 to $650,000.

For the six months  ended June 30, 1998,  excluding  the gain on the sale of the
credit card  portfolio,  noninterest  income was up $1,663,000 or 36.9% over the
same period for 1997. Part of the increase is attributable to full first quarter
1998 operations of the nine branches purchased from Wells Fargo Bank versus only
five weeks of operations  for those  branches in 1997.  Service  charges and fee
income was up $582,000  (18.3%) as a result of increased  volume of accounts and
the ATM fees described in the previous paragraph. Other income, exclusive of the
credit card gain,  increased  $1,081,000 (81.3%).  Significant  increases in the
following items contributed to the overall increase:  commissions on mutual fund
and annuity sales $121,000,  gain on sale of investments $117,000,  gain on sale
of mortgage loans $254,000 and nonrecurring miscellaneous income items $449,000.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  Noninterest  expense increased $288,000 or 3.2% in the
second quarter 1998 versus 1997. Salary and benefit expense  increased  $197,000
(4.9%) mostly due to higher commission  payments to sales personnel and accruals
for the management incentive program.  Other expenses increased $91,000 or 1.9%.
On a quarter-over-quarter  basis,  provisions for OREO property valuations added
$303,000 to the other  expenses and all other expenses were favorable by a total
of $212,000.  For the six month period noninterest expenses increased $1,383,000
(8.6%) in 1998 over 1997.  Part of the  increase is  attributable  to full first
quarter 1998  operations  of the nine branches  purchased  from Wells Fargo Bank
versus only five weeks of operations for those branches in 1997. One time direct
costs related to the conversion of the nine Wells branches  totaled  $358,000 in
first six months of 1997. Salary and benefit expense increased $808,000 or 10.6%
on a  year-over-year  basis.  The salary expense was higher due to first quarter
effect of increased staff from the 1997 Wells branch acquisition, higher benefit
costs, commissions paid to sales staff and normal salary progression.  Occupancy
costs increased $134,000 mostly due to higher depreciation relating to equipment
for the acquired branches, leases for five of the acquired branches and upgraded
technology.  Other  expenses  such as computer  communications,  telephone,  ATM
charges,  courier  service  and  postage  were  higher as a result of the branch
acquisition.  Amortization of intangible assets related to the acquired branches
added  $98,000 of expense in the first six months of 1998.  Provisions  for OREO
property valuations increased $290,000 for the six months.

Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  1998 is 37.5% and
reflects a slight increase from 37.4% in the year earlier  period.  The tax rate
is lower  than the  statutory  rate of 40.4%  due to  nontaxable  earnings  from
municipal  bonds.  The Bank has  been  increasing  its  holdings  of  tax-exempt
municipal  bonds so the tax rate should  continue to be lower than the statutory
rate.

Securities

At June 30, 1998,  securities  held-to-maturity  had a cost basis of $82,926,000
and  an  approximate  fair  value  of  $82,856,000.   This  portfolio  contained
mortgage-backed  securities  totaling  $60,506,000  of  which  $23,751,000  were
collateralized  mortgage  obligations (CMOs). The securities  available-for-sale
portfolio  had  a  fair  value  of   $214,951,000   and  an  amortized  cost  of
$214,342,000.  This  portfolio  contained  mortgage-backed  securities  with  an
amortized cost of $78,876,000 of which $17,379,000 were CMOs.

At  December  31,  1997,  securities   held-to-maturity  had  a  cost  basis  of
$90,764,000  and an  approximate  fair  value  of  $88,950,000.  This  portfolio
contained  mortgage-backed  securities totaling $68,429,000 of which $27,821,000
were  CMOs.  The  securities  available-for-sale  portfolio  had a fair value of
$175,753,000  and an amortized cost of  $175,282,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $36,556,000  of  which
$19,677,000 were CMOs.

Loans

At June 30, 1998, loan balances were  $30,562,000 or 6.6% higher than the ending
balances  at June 30,  1997  and  $42,336,000  or 9.4%  higher  than the  ending
balances at December 31, 1997. The Bank sold its credit card portfolio  totaling
$14,365,000  in the second  quarter of 1998.  Had these  loans been  included at
quarter  end,  loan growth on a year over year basis would have been 9.8%.  On a
year over year basis at June 30,  commercial  and real estate loan balances were
higher  while  there was a  decrease  in  consumer  loans due to the sale of the
credit cards. Real estate construction loans were relatively flat. Nonperforming
Loans

As shown in the following table, total nonperforming assets have decreased 27.1%
to $5,453,000 in the first six months of 1998.  Nonperforming  assets  represent
only 0.62% of total assets. Both nonaccrual loans and OREO decreased during this
period.  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,
                                              1998              1997

Nonaccrual loans                          $     3,687      $     4,721
Accruing loans past due 90 days or more           302              528
Restructured loans (in compliance with
  modified terms)                                   0                0
                                         -------------    -------------

     Total nonperforming loans                  3,989            5,249

Other real estate owned                         1,464            2,230
                                         -------------    -------------

     Total nonperforming assets           $     5,453      $     7,479
                                         =============    =============

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                $       449      $       856
                                         =============    =============

Nonperforming loans to total loans              0.81%            1.17%
Allowance for loan losses to
  nonperforming loans                            179%             123%
Nonperforming assets to total assets            0.62%            0.91%
Allowance for loan losses to
  nonperforming assets                           131%              86%



Allowance for Loan Loss

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

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


                                          June 30,                   June 30,
                                            1998                       1997
                                                     (in thousands)
Balance, Beginning of period            $   6,459      $     6,097
Provision charged to operations             2,060            1,200
Loans charged off                          (1,602)          (1,167)
Recoveries of loans previously
  charged off                                 221              103
                                        ----------     ------------
Balance, end of period                  $   7,138      $     6,233
                                        ==========     ============

Ending loan portfolio                   $ 491,303      $   460,741
                                        ==========     ============
Allowance for loan losses as a
  percentage of ending loan portfolio       1.45%            1.35%
                                        ==========     ============


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, 1998:
Total Capital
    to Risk Weighted Assets          $66,689   11.82%       =>$45,137 =>8.0%     =>$56,421  =>10.0%
Tier I Capital
    to Risk Weighted Assets          $59,636   10.57%       =>$22,568 =>4.0%     =>$33,852  => 6.0%
Tier I Capital
    to Average Assets                $59,636    7.13%       =>$22,568 =>4.0%     =>$28,210  => 5.0%
</TABLE>


                         Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1997.


<PAGE>


                                     PART II


Other Information

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

         (a.)     Annual Meeting held May 19, 1998.  Number of shares
                  represented in person or by proxy and constituting a quorum.
                  3,599,622  77%

         (c.)     Election of directors                VOTES FOR
                                                       ---------
                    Everett B. Beich                   3.572,670
                                                       ---------
                    William J. Casey                   3,573,360
                                                       ---------
                    Craig S. Compton                   3,574,160
                                                       ---------
                    Douglas F. Hignell                 3,574,148
                                                       ---------
                    Brian D. Leidig                    3,570,563
                                                       ---------
                    Wendell J. Lundberg                3,572,170
                                                       ---------
                    Donald E. Murphy                   3,574,274
                                                       ---------
                    Rodney W. Peterson                 3,569,433
                                                       ---------
                    Robert H. Steveson                 3,571,040
                                                       ---------
                    Carroll Taresh                     3,569,433
                                                       ---------
                    Alex A. Vereschagin, Jr.           3,573,774
                                                       ---------

                  Ratify the appointment of Arthur Andersen LLP as independent
                  public accountants of the Company for 1997.
                  Votes:  FOR 3,571,748, AGAINST 8,591 , ABSTAIN 19,282

 (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.

         22.1        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        August 11, 1998                              /s/ Robert H. Steveson 
      -------------------------------                    -----------------------
                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer


Date        August 11, 1998                              /s/ Robert M. Stanberry
      -------------------------------                    -----------------------
                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 77408}]
{"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": "98683170"}, "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, 1998                   Commission file number 0-10661
                  -------------                                          -------

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

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

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

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

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

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

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

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 11, 1998:  4,681,232
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)

                                                                                 June 30,              December 31,
                                                                                  1998                    1997
                                                                            ------------------     ------------------
Assets:
Cash and due from banks                                                      $         39,420       $         48,476
Federal funds sold                                                                      2,500                 15,000
                                                                            ------------------     ------------------
   Cash and cash equivalents                                                           41,920                 63,476
Securities held-to-maturity
 (approximate fair value $82,856 and $88,950)                                          82,926                 90,764
Securities available-for-sale, net of
 unrealized gain of $609 and $471                                                     214,951                175,753
                                                                                      
Loans, net of allowance for loan losses of $(7,138) and $(6,459)                      484,165                442,508
Premises and equipment, net                                                            16,807                 18,901
Investment in real estate properties                                                      449                    856
Other real estate owned                                                                 1,464                  2,230
Accrued interest receivable                                                             6,231                  5,701
Other assets                                                                           24,382                 25,976
                                                                            ------------------     ------------------
     Total assets                                                             $       873,295        $       826,165
                                                                            ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                   $       125,073        $       122,069
 Interest-bearing demand                                                              128,145                130,958
 Savings                                                                              206,321                216,402
 Time certificates                                                                    265,939                254,665
                                                                             ------------------     ------------------
     Total deposits                                                                   725,478                724,094
Fed funds purchased                                                                    15,000                 15,300
Repurchase agreements                                                                  17,600                      -
Accrued interest payable and other liabilities                                         10,756                 10,207
Long term borrowings                                                                   36,432                 11,440
                                                                            ------------------     ------------------
     Total liabilities                                                                805,266                761,041
                                                                                      

Shareholders' equity:
Common stock                                                                           48,341                 48,161
Retained earnings                                                                      19,529                 16,956
Unrealized gain on securities available for sale, net                                     159                      7
                                                                            ------------------     ------------------
     Total shareholders' equity                                                        68,029                 65,124
                                                                            ------------------     ------------------
     Total liabilities and shareholders' equity                               $       873,295        $       826,165
                                                                            ==================     ==================
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,
                                                   --------------                        --------------
                                              1998               1997                1998               1997
                                              ----               ----                ----               ----
Interest income:
  Interest and fees on loans                $    11,922         $   10,840         $    23,243       $    21,571
  Interest on investment
   securities-taxable                             3,860              3,702               7,490             6,646
  Interest on investment
   securities-tax exempt                            437                183                 685               251
  Interest on federal funds sold                     62                 53                 128               268
                                          --------------     --------------      --------------     -------------
     Total interest income                       16,281             14,778              31,546            28,736
                                          --------------     --------------      --------------     -------------

Interest expense:
  Interest on deposits                            5,867              5,681              11,579            10,890
  Interest on federal funds purchased                64                 92                  68               131
  Interest on repurchase agreements                 159                  -                 212                 -
  Interest on other borrowings                      410                326                 579               686
                                          --------------     --------------      --------------     -------------
     Total interest expense                       6,500              6,099              12,438            11,707
                                          --------------     --------------      --------------     -------------

     Net interest income                          9,781              8,679              19,108            17,029

Provision for loan losses                         1,235                600               2,060             1,200
                                          --------------     --------------      --------------     -------------
    Net interest income after
     provision for loan losses                    8,546              8,079              17,048            15,829

Noninterest income:
  Service charges and fees                        1,875              1,684               3,757             3,175
  Other income                                    2,080                724               3,204             1,330
                                          --------------     --------------      --------------     -------------
     Total noninterest income                     3,955              2,408               6,961             4,505
                                          --------------     --------------      --------------     -------------
Noninterest expenses:
  Salaries and related expenses                   4,228              4,031               8,415             7,607
  Other, net                                      4,880              4,789               9,080             8,505
                                          --------------     --------------      --------------     -------------
  Total noninterest expenses                      9,108              8,820              17,495            16,112
                                          --------------     --------------      --------------     -------------

Net income before income taxes                    3,393              1,667               6,514             4,222

  Income taxes                                    1,252                588               2,443             1,579
                                          --------------     --------------      --------------     -------------
     Net income                                   2,141              1,079               4,071             2,643

Basic earnings per common share           $        0.46      $        0.23       $        0.87      $       0.57
                                          ==============     ==============      ==============     =============
Diluted earnings per common share         $        0.44      $        0.22       $        0.84      $       0.55
                                          ==============     ==============      ==============     =============
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

                                             Common stock                             Unrealized
                                                                                      securities
                                       Number                         Retained          holding
                                     of shares         Amount         earnings           gain             Total
                                    -------------   -------------   -------------   ---------------    ------------
Balance,
 December 31, 1997                     4,662,649        $ 48,161        $ 16,956       $         7        $ 65,124

Exercise of common stock
 options                                  12,543              97                                          $     97

Common stock cash
 dividends                                                                (1,498)                         $ (1,498)

Change in unrealized
 gain on securities                                                                            152        $    152

Stock option amortization                                     83                                          $     83

Net income                                                                 4,071                          $  4,071
                                    -------------   -------------   -------------   ---------------    ------------
Balance,
 June 30, 1998                         4,675,192        $ 48,341        $ 19,529         $     159        $ 68,029
                                    =============   =============   =============   ===============    ============
TRICO BANCSHARES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (in thousands)
                                                                              For the six months
                                                                                ended June 30,
                                                                           1998                1997
Operating activities:
Net income                                                              $   4,071          $    2,643
Adjustments   to  reconcile  net  income  to  net  cash  provided  by  operating
 activities:
    Provision for loan losses                                               2,060               1,200
    Provision for losses on other real estate owned                           342                  52
    Depreciation and amortization                                           1,287               1,156
    Amortization of intangible assets                                         669                 571
    Accretion of investment security discounts                               (138)                (39)
    Deferred income taxes                                                    (124)                438
    Investment security (gains) losses (net)                                 (137)                (19)
    (Gain) loss on sale of OREO                                               (30)                 31
    (Gain) loss on sale of loans                                             (294)                (17)
    (Gain) loss on sale of fixed assets                                        69                  14
    Amortization of stock options                                              83                 105
    (Increase) decrease in interest receivable                               (530)             (1,062)
    Increase (decrease) in interest payable                                   301               1,197
    (Increase) decrease in other assets and liabilities                     1,097                (552)
                                                                   ---------------      --------------
         Net cash provided (used) by operating activities                   8,726               5,718

Investing activities:
    Proceeds from maturities of securities held-to-maturity                 7,939               5,517
    Proceeds from maturities of securities available-for-sale              59,577              16,206
    Proceeds from sale of securities available-for-sale                    37,710              27,036
    Purchases of securities available-for-sale                           (136,066)           (121,688)
    Net (increase) decrease in loans                                      (42,029)            (22,929)
    Proceeds from sales of fixed assets                                       180                  23
    Purchases of premises and equipment                                    (1,071)             (2,408)
    Purchases and additions to real estate properties                         (21)               (237)
    Proceeds from the sale of OREO                                          1,224                 397
                                                                   ---------------      --------------
         Net cash provided (used) by investing activities                 (72,557)            (98,083)

Financing activities:
    Net increase (decrease) in deposits                                     1,384              97,984
    Net increase (decrease) in Fed funds purchased                           (300)                  -
    Net increase (decrease) in repurchase agreements                       17,600              (4,900)
    Borrowings under long-term debt agreements                             30,000                   -
    Payments of principal on long-term debt agreements                     (5,008)             (3,006)
    Cash dividends - Common                                                (1,498)             (1,479)
    Exercise of common stock options                                           97                  84
                                                                   ---------------      --------------
         Net cash provided (used) by financing activities                  42,275              88,683
                                                                   ---------------      --------------

         Increase (decrease) in cash and cash equivalents                 (21,556)             (3,682)
         Cash and cash equivalents at beginning of year                    63,476              52,231
                                                                   ---------------      --------------
         Cash and cash equivalents at end of period                  $     41,920         $    48,549
                                                                   ===============      ==============

Supplemental information:
    Cash paid for taxes                                              $      3,280         $     1,808
    Cash paid for interest expense                                   $     12,137         $    10,510
Item 1. Notes to Condensed Consolidated
                                          Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months  ended June 30, 1998 and 1997 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, 1997.

Note B - Comprehensive Income

As of  January  1,  1998,  the  Company  adopted  FASB  Statement  of  Financial
Accounting Standards No. 130, Reporting  Comprehensive  Income, (SFAS 130). This
Statement  established  standards for the reporting and display of comprehensive
income  and  its  components  in the  financial  statements.  For  the  Company,
comprehensive income includes net income reported on the statement of income and
changes in the fair value of its  available-for-sale  investments  reported as a
component of  shareholders'  equity.  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,
                                             1998          1997           1998        1997
                                             ------------------           ----------------
Net income                                   $ 2,141      $ 1,079         $ 4,071     $ 2,643
Net change in unrealized gains (losses)
  on available-for-sale investments              183          591             152         265
                                            --------     --------        --------    --------

Comprehensive income                         $ 2,324      $ 1,670         $ 4,223     $ 2,908
                                             =======      =======         =======     =======
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 June30, 1998
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $2,141       4,671,523       $0.46
Common stock options outstanding                              --         187,464
Diluted Earnings per Share
  Net income available to common shareholders             $2,141       4,858,987       $0.44
                                                          ======       =========

                                                            Three Months Ended June30, 1997
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $1,079       4,649,403       $0.23
Common stock options outstanding                              --         178,145
Diluted Earnings per Share
  Net income available to common shareholders             $1,079       4,827,548       $0.22
                                                          ======       =========

                                                             Six Months Ended June30, 1998
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $4,071       4,665,311       $0.87
Common stock options outstanding                              --         190,032
Diluted Earnings per Share
  Net income available to common shareholders             $4,071       4,855,343       $0.84
                                                          ======       =========

                                                             Six Months Ended June30, 1997
                                                                      Weighted
                                                                       Average      Per-Share
                                                          Income       Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders             $2,643       4,645,639       $0.57
Common stock options outstanding                              --         178,620
Diluted Earnings per Share
  Net income available to common shareholders             $2,643       4,824,259       $0.55
                                                          ======       =========
Note D - Derivative Instruments and Hedging Activities

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging  Activities.  The  Statement  establishes  accounting  and reporting
standards  requiring  that  every  derivative   instrument   (including  certain
derivative  instruments  embedded in other contracts) be recorded in the balance
sheet as either an asset or liability  measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized  currently in
earnings unless specific hedge accounting  criteria are met. Special  accounting
for qualifying  hedges allows a derivative's  gains and losses to offset related
results on the hedge item in the income  statement,  and requires that a company
must formally document,  designate, and assess the effectiveness of transactions
that receive hedge accounting.

Statement  133 is effective for fiscal years  beginning  after June 15, 1999 and
the Company plans to adopt its provisions  effective  January 1, 2000. While the
Company  does not  currently  utilize  any  traditional  derivative  instruments
(options, swaps, forwards, etc.) in its business, certain of its investments and
long-term  borrowings have embedded options due to call or put features that may
be required to be accounted for differently  under this Statement as compared to
current accounting principles. The Company has not yet quantified the impacts of
adopting Statement 133 on its consolidated  financial  statements,  however, the
Statement   could  increase  the   volatility  of  future   earnings  and  other
comprehensive income.
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company had record  quarterly  earnings of $2,141,000 for the second quarter
ended June 30, 1998.  The quarterly  earnings  represented a 98.4% increase over
the $1,079,000  reported for the same period of 1997. Diluted earnings per share
for the second quarter 1998 were $0.44 versus $0.22 in the year earlier  period.
Earnings for the six months ended June 30, 1998 were $4,071,000  versus year ago
results of $2,643,000. The diluted earnings per share were $.84 and $.55 for the
respective six month periods.

Pretax earnings for the second quarter of 1998 were $3,393,000 versus $1,667,000
for the same  period in 1997.  During the  quarter the Bank sold its credit card
portfolio of $14,365,000 for a gain of $793,000 which is included in noninterest
income.  Net  interest  income  reflected  growth  of 12.7% to  $9,781,000.  The
interest   income   component   was  up   $1,503,000   (10.2%)   due  to  higher
quarter-over-quarter volume of earning assets ($769,550,000 versus $707,595,000)
and a 17 basis  point  increase  in yield on average  earning  assets.  Interest
expense  increased  $401,000 (6.6%) which was due predominately to a $35,994,000
(5.85%)  increase  in  interest-bearing  liabilities.  Average  rates  paid  for
interest-bearing liabilities increased 3 basis points over the second quarter of
1997. Net interest  margin was 5.20% for the second quarter of 1998 versus 4.96%
in the same quarter of the prior year.  This higher net interest margin reflects
the  effects  of  the  higher   growth  rate  in  earning   assets   versus  the
interest-bearing  liabilities.  The provision for loan losses of $1,235,000  for
the second quarter of 1998 was $635,000  higher than in the same quarter of 1997
due to loan growth and an increased level of loans charged off.

Noninterest  income,  net of the  gain  on  sale of the  credit  card  portfolio
discussed above, increased $754,000 or 31.3% for the second quarter of 1998 over
the prior year  second  quarter.  The  service  charge  and fee  income  portion
increased  11.4% to $1,875,000 due to an increase in account volumes and fees on
non-Bank  customer ATM  transactions  implemented in the fourth quarter of 1997.
Other income, net of the nonrecurring  item,  increased $563,000 or 77.8% in the
second quarter of 1998 versus the same quarter in 1997. A  miscellaneous  income
adjustment  accounted  for  $228,000  of the  increase.  Gains  on the  sale  of
investments  and  real  estate  mortgage  loans  were up  $55,236  to  $105,455.
Commissions  on the sale of  mutual  funds  and  annuities  were up  $55,471  to
$649,623.

Noninterest expense increased $288,000 or 3.2% in the second quarter 1998 versus
1997. Salary and benefit expense increased  $197,000 (4.9%) mostly due to higher
commission payments to sales personnel and accruals for the management incentive
program.  Other expenses  increased  $91,000 or 1.9%. On a  quarter-over-quarter
basis,  provisions  for OREO  property  valuations  added  $303,000 to the other
expenses and all other expenses were favorable by a total of $212,000.

Assets  of the  Company  totaled  $873,295,000  at June 30,  1998  which  was an
increase of $47,130,000 (5.7%) and $76,158,000 (9.6%) from the December 31, 1997
and June 30, 1997 ending balances, respectively.  Changes in earning assets from
the prior year quarter end balances included an increase in loans of $30,562,000
to  $491,303,000  and an increase in securities of $54,358,000 to  $297,877,000.
From year end 1997 balances,  nonperforming assets have decreased $2,026,000 and
total  $5,453,000  at June 30,  1998.  Nonperforming  assets were 0.62% of total
assets at quarter end.

Year to date 1998,  on an  annualized  basis,  the Company  realized a return on
assets of .99% and a return on  equity of 12.19%  versus  0.69% and 8.57% in the
first half of 1997.  TriCo  Bancshares  ended the quarter  with a Tier 1 capital
ratio of 10.6% and a total risk-based capital ratio of 11.8%.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 1998 compared with the second quarter of 1997
and for the first six months of 1998 compared with the first six months of 1997.
TRICO BANCSHARES
                                           CONDENSED COMPARATIVE
                                             INCOME STATEMENT
                             (in thousands, except earnings per common share)

                                                           Three months
                                                          ended June 30,                  Percentage
                                                    1998                  1997              Change
                                                      (in thousands, except                increase
                                                       earnings per share)                (decrease)
Interest income                                   $    16,504           $    14,873           11.0%
Interest expense                                        6,500                 6,099            6.6%
                                               ---------------       ---------------

Net interest income                                    10,004                 8,774           14.0%

Provision for loan losses                               1,235                   600          105.8%
                                               ---------------       ---------------

Net interest income after                               8,769                 8,174            7.3%
  provision for loan losses

Noninterest income                                      3,955                 2,408           64.2%
Noninterest expenses                                    9,108                 8,820            3.3%
                                               ---------------       ---------------

Net income before income taxes                          3,616                 1,762          105.2%
Income taxes                                            1,252                   588          112.9%
Tax equivalent adjustment1                                223                    95          134.2%
                                               ---------------       ---------------

Net income                                       $      2,141          $      1,079           98.4%
                                               ===============       ===============

Diluted earnings per common share                $       0.44          $       0.22          100.0%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
TRICO BANCSHARES
                                        CONDENSED COMPARATIVE
                                          INCOME STATEMENT
                          (in thousands, except earnings per common share)

                                                         Six months
                                                       ended June 30,                   Percentage
                                                  1998                 1997               Change
                                                    (in thousands, except                increase
                                                     earnings per share)                (decrease)
Interest income                                 $    31,895          $    28,867            10.5%
Interest expense                                     12,438               11,707             6.2%
                                             ---------------      ---------------

Net interest income                                  19,457               17,160            13.4%

Provision for loan losses                             2,060                1,200            71.7%
                                             ---------------      ---------------

Net interest income after                            17,397               15,960             9.0%
  provision for loan losses

Noninterest income                                    6,961                4,505            54.5%
Noninterest expenses                                 17,495               16,112             8.6%
                                             ---------------      ---------------

Net income before income taxes                        6,863                4,353            57.7%
Income taxes                                          2,443                1,579            54.7%
Tax equivalent adjustment1                              349                  131           167.7%
                                             ---------------      ---------------

Net income                                     $      4,071         $      2,643            54.0%
                                             ===============      ===============

Diluted earnings per common share              $       0.84         $       0.55            52.7%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
Net Interest Income / Net Interest Margin

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

For the three months ended June 30, 1998,  interest income increased  $1,631,000
or 11.0% over the same  period in 1997.  The  average  balance of total  earning
assets was higher by $61,955,000 for an 8.8% increase. All categories of earning
assets  had  higher  average  balances  with  loans up  $32,295,000  (7.3%)  and
securities up $29,076,000  (11.1%).  Interest income  increased  $1,242,000 as a
result of higher average balances.  The average yields on loans,  securities and
Federal Funds sold were higher by 24, 14 and 8 basis points respectively, adding
$389,000  to  interest  income for the  quarter.  The  overall  yield on average
earning assets rose 17 basis points to 8.58%.

For the second quarter of 1998,  interest  expense  increased by $401,000 (6.6%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up $35,994,000  (5.58%) which  resulted in a $469,000  increase in interest
expense.  Average  balances  of  long-term  debt  and  time  deposits  increased
$17,334,000  (51.4%) and $15,675,000 (6.3%)  respectively and accounted for most
of  the  change  in   interest-bearing   liabilities.   Rate   variances   on  a
quarter-over-quarter basis resulted in a decrease of $68,000 in interest expense
for the second quarter of 1998.

The combined effect of the increase in both interest income and interest expense
for the second quarter of 1998 versus 1997 resulted in an increase of $1,230,000
or 14.0% in net interest  income.  Net interest margin was up 24 basis points to
5.20% from 4.96% for the same  periods.  However,  net interest  margin was down
from the 5.22% level in the first quarter of 1998.  During the second quarter of
1998 the  Company  borrowed  $30,000,000  from the  Federal  Home  Loan Bank and
negotiated  for  $20,000,000  in  certificates  of  deposits  with the  State of
California.  These funds were invested in securities at an average spread of 149
basis points.  The ongoing effect of these  transactions will be to increase net
interest income and slightly depress the net interest margin.  To the extent the
Bank is successful in replacing  some of the  investment  portfolio  with higher
yielding  loans,  the net  interest  margin will tend to move higher  during the
balance of 1998.

Net interest  income and net interest margin  comparisons  between the first six
months  of 1998  and 1997 are  influenced  by the  inclusion  of six  months  of
operations  in 1998 of the nine  branches  purchased  from  Wells  Fargo Bank on
February  21, 1997,  compared to the  inclusion of just over four months of such
operations in 1997.

The six month period ending June 30, 1998,  reflects an interest income increase
of  $3,028,000  or 10.5%  over the same  period  in 1997.  Most of the  increase
resulted  from  higher  average  balances  on loans and  investment  securities.
Interest income from the volume increase for these two items totaled $2,711,000.
The balance of the increase came from slightly  higher yields on earning assets.
The average rate  received on all earning  assets for the six month period ended
June 30,  1998 was 8.54% or 6 basis  points  higher  than the 8.49% for the same
period in 1997.

Interest  expense for the six month period  increased  $731,000 (6.2%) from that
for the same period in 1997.  Volume  increases in deposits and borrowings added
$929,000 of interest  expense.  This was offset in part by slightly  lower rates
and  reductions in Federal  Funds  purchased and  short-term  debt  outstanding.
Overall  average  rates paid on  interest-bearing  liabilities  in the first six
months of 1998 decreased 4 basis points to 3.92% from the same period in 1997.

The combined effect of the increase in both interest income and interest expense
for the  first  six  months of 1998  versus  1997  resulted  in an  increase  of
$2,297,000 or 13.4% in net interest  income.  Net interest  margin rose 17 basis
points to 5.21 from 5.05%.

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,  1998 versus the same  periods in
1997.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                 Three Months Ended
                                                 6/30/98                                     6/30/97

                                   Average         Income/        Yield/      Average           Income/       Yield/
                                   Balance1        Expense        Rate        Balance1          Expense       Rate
Assets
Earning assets
  Loans 2,3                        $  473,108       $ 11,922      10.08%       $  440,813       $ 10,840       9.84%
  Securities4                         292,051          4,520       6.19%          262,975          3,980       6.05%
  Federal funds sold                    4,391             62       5.65%            3,807             53       5.57%
                                  -------------   ------------               --------------    -----------
    Total earning assets              769,550         16,504       8.58%          707,595         14,873       8.41%
                                                  ------------                                 -----------
Cash and due from bank                 30,960                                      38,664
Premises and equipment                 17,877                                      16,440
Other assets,net                       33,501                                      35,172
Less:  allowance                            
  for loan losses                      (7,023)                                     (6,030)
                                 -------------                              --------------
      Total                        $  844,865                                  $  791,841
                                 =============                              ==============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $  133,156            755       2.27%       $  123,443            695       2.25%
  Savings deposits                    207,106          1,589       3.07%          213,186          1,630       3.06%
  Time deposits                       266,663          3,523       5.28%          250,988          3,356       5.35%
Federal funds purchased                 4,543             64       5.64%            6,587             92       5.59%
Short-term debt                        11,224            159       5.67%            9,828            156       6.35%
Long-term debt                         28,782            410       5.70%           11,448            170       5.94%
                                 -------------   ------------               --------------    -----------
   Total interest-bearing
      liabilities                     651,474          6,500       3.99%          615,480          6,099       3.96%
                                                 ------------                                 -----------
Noninterest-bearing deposits          114,117                                     104,508
Other liabilities                      11,885                                      10,268
Shareholders' equity                   67,389                                      61,585
                                 -------------                              --------------
    Total liabilities
      and shareholders' equity     $  844,865                                  $  791,841
                                 =============                              ==============

Net interest rate spread5                                          4.59%                                       4.44%
Net interest income/net                             $ 10,004                                   $   8,774
                                                 ============                                 ===========
  interest margin6                                     5.20%                                       4.96%
                                                 ============                                 ===========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 802,000 in 1998 and $448,000  in 1997.
4Interest  income is stated on a tax  equivalent  basis of 1.51 and 1.52 at June
30, 1998 and 1997 respectively. 5Net interest rate spread represents the average
yield  earned  on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.  6Net interest margin is computed by dividing net
interest income by total average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
                                                                   Six Months Ended
                                                 6/30/98                                     6/30/97

                                     Average         Income/        Yield/        Average        Income/       Yield/
                                     Balance1        Expense        Rate          Balance1       Expense       Rate
Assets
Earning assets
  Loans 2,3                         $  463,320     $   23,243       10.03%      $  436,332    $   21,571        9.89%
  Securities4                          279,615          8,524        6.10%         233,799         7,028        6.01%
  Federal funds sold                     4,424            128        5.79%          10,013           268        5.35%
                                 --------------  -------------                -------------  ------------
    Total earning assets               747,359         31,895        8.54%         680,144        28,867        8.49%
                                                 -------------                               ------------
Cash and due from bank                  31,815                                      39,816
Premises and equipment                  18,431                                      15,978
Other assets,net                        33,960                                      32,142
Less:  allowance
  for loan losses                       (6,822)                                     (6,024)
                                 --------------                               -------------
      Total                         $  824,743                                  $  762,056
                                 ==============                               =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                   $  133,383          1,503        2.25%      $  115,114         1,299        2.26%
  Savings deposits                     212,145          3,237        3.05%         205,040         3,123        3.05%
  Time deposits                        259,233          6,839        5.28%         244,146         6,468        5.30%
Federal funds purchased                  2,389             68        5.69%           4,731           131        5.54%
Short-term debt                          7,473            212        5.67%           9,828           312        6.35%
Long-term debt                          20,110            579        5.76%          12,759           374        5.86%
                                 --------------  -------------                -------------  ------------
   Total interest-bearing
      liabilities                      634,733         12,438        3.92%         591,618        11,707        3.96%
                                                 -------------                               ------------
Noninterest-bearing deposits           111,849                                      98,765
Other liabilities                       11,365                                       9,970
Shareholders' equity                    66,796                                      61,703
                                 --------------                               -------------
    Total liabilities
      and shareholders' equity      $  824,743                                  $  762,056
                                 ==============                               =============

Net interest rate spread5                                            4.62%                                      4.53%
Net interest income/net                            $   19,457                                 $   17,160
                                                 =============                               ============
  interest margin6                                      5.21%                                      5.05%
                                                 =============                               ============

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $ 1,429,000 in 1998 and $1,024,000 in 1997.
4Interest  income is stated on a tax  equivalent  basis of 1.51 and 1.52 at June
30, 1998 and 1997 respectively. 5Net interest rate spread represents the average
yield  earned  on  interest-earning   assets  less  the  average  rate  paid  on
interest-bearing  liabilities.  6Net interest margin is computed by dividing net
interest income by total average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                      For the three months ended June 30,
                                                 1998 over 1997

                                                     Yield/
                                         Volume       Rate4         Total
                                  --------------    --------     ---------
Increase (decrease) in interest income:
    Loans 1,2                           $   794     $   288       $ 1,082
    Investment securities3                  440         100           540
    Federal funds sold                        8           1             9
                                  --------------    --------     ---------
      Total                               1,242         389         1,631
                                  --------------    --------     ---------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     55           5            60
    Savings deposits                        (46)          5           (41)
    Time deposits                           210         (43)          167
    Federal funds purchased                 (29)          1           (28)
    Short-term debt                          22         (19)            3
    Long-term debt                          257         (17)          240
                                  --------------    --------     ---------
      Total                                 469         (68)          401
                                  --------------    --------     ---------
Increase (decrease) in
  net interest income                  $    773     $   457       $ 1,230
                                  ==============    ========     =========

1Nonaccrual loans are included.
2Interest  income on loans includes fee income on loans of $ 802,000 in 1998 and
$448,000 in 1997.  3Interest  income is stated on a tax equivalent basis of 1.51
and 1.52 for June 30, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                                           For the six months ended June 30,
                                                    1998 over 1997

                                                        Yield/
                                           Volume        Rate4        Total
                                          --------     --------     --------
Increase (decrease) in interest income:
    Loans 1,2                             $ 1,334       $  338      $ 1,672
    Investment securities3                  1,377          119        1,496
    Federal funds sold                       (150)          10         (140)
                                          --------     --------     --------
      Total                                 2,561          467        3,028
                                          --------     --------     --------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                      206           (2)         204
    Savings deposits                          108            6          114
    Time deposits                             400          (29)         371
    Federal funds purchased                   (65)           2          (63)
    Short-term debt                           (75)         (25)        (100)
    Long-term debt                            215          (10)         205
                                          --------     --------     --------
      Total                                   789          (58)          731
                                          --------     --------     --------
Increase (decrease) in
  net interest income                     $ 1,772       $  525       $ 2,297
                                          ========     ========     ========

1Nonaccrual loans are included.
2Interest  income on loans  includes  fee income on loans of $ 1,429,000 in 1998
and $1,024,000 in 1997.  3Interest income is stated on a tax equivalent basis of
1.51 and 1.52 for June 30, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank  provided  $1,235,000  for loan  losses in the  second  quarter of 1998
versus  $600,000 in 1997. Net charge-offs for all loans in the second quarter of
1998 totaled  $881,000  versus  $233,000 in the year earlier  period.  Two loans
accounted for $728,000 of the charge-offs in the quarter.  Additional  provision
required  to cover  loan  growth  from the first  quarter  of 1998  amounted  to
$336,000.  As reported in the Form 10-Q for the first quarter of 1998,  the Bank
sold its credit card  portfolio  effective May 1, 1998,  and is no longer liable
for charge offs in that portfolio.  For all of 1997, net credit card charge offs
totaled $958,000  representing  36.3% of the total net charge offs for the year.
For the six months  ended June 30,  1998,  net credit card  charge-offs  totaled
$316,000 (through the sale date of May 1, 1998)  representing 22.9% of total net
charge  offs of  $1,381,000.  Management  anticipates  the level of the  monthly
provision for loan losses for the remainder of 1998 should  decrease as a result
of the sale of the credit card portfolio and the current performance of the loan
portfolio.

Noninterest Income

The Bank sold its credit card portfolio of $14,365,000 for a gain of $793,000 in
the second quarter of 1998.  Noninterest  income for the second quarter of 1998,
net of the gain on the sale of the credit card portfolio,  increased $754,000 or
31.3%  from the same  period  in 1997.  Income  from  service  charges  and fees
increased  11.4% to $1,875,000 due to an increase in account volumes and fees on
non-Bank  customer ATM  transactions  implemented in the fourth quarter of 1997.
Other  income,  net of the  gain  on the  sale  of the  credit  card  portfolio,
increased  $563,000  or 77.8% in the  second  quarter  of 1998  versus  the same
quarter in 1997. A miscellaneous income adjustment accounted for $228,000 of the
increase.  Gains on the sale of investments  and real estate mortgage loans were
up $55,000 to $105,000.  Commissions  on the sale of mutual funds and  annuities
were up $55,000 to $650,000.

For the six months  ended June 30, 1998,  excluding  the gain on the sale of the
credit card  portfolio,  noninterest  income was up $1,663,000 or 36.9% over the
same period for 1997. Part of the increase is attributable to full first quarter
1998 operations of the nine branches purchased from Wells Fargo Bank versus only
five weeks of operations  for those  branches in 1997.  Service  charges and fee
income was up $582,000  (18.3%) as a result of increased  volume of accounts and
the ATM fees described in the previous paragraph. Other income, exclusive of the
credit card gain,  increased  $1,081,000 (81.3%).  Significant  increases in the
following items contributed to the overall increase:  commissions on mutual fund
and annuity sales $121,000,  gain on sale of investments $117,000,  gain on sale
of mortgage loans $254,000 and nonrecurring miscellaneous income items $449,000.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  Noninterest  expense increased $288,000 or 3.2% in the
second quarter 1998 versus 1997. Salary and benefit expense  increased  $197,000
(4.9%) mostly due to higher commission  payments to sales personnel and accruals
for the management incentive program.  Other expenses increased $91,000 or 1.9%.
On a quarter-over-quarter  basis,  provisions for OREO property valuations added
$303,000 to the other  expenses and all other expenses were favorable by a total
of $212,000.  For the six month period noninterest expenses increased $1,383,000
(8.6%) in 1998 over 1997.  Part of the  increase is  attributable  to full first
quarter 1998  operations  of the nine branches  purchased  from Wells Fargo Bank
versus only five weeks of operations for those branches in 1997. One time direct
costs related to the conversion of the nine Wells branches  totaled  $358,000 in
first six months of 1997. Salary and benefit expense increased $808,000 or 10.6%
on a  year-over-year  basis.  The salary expense was higher due to first quarter
effect of increased staff from the 1997 Wells branch acquisition, higher benefit
costs, commissions paid to sales staff and normal salary progression.  Occupancy
costs increased $134,000 mostly due to higher depreciation relating to equipment
for the acquired branches, leases for five of the acquired branches and upgraded
technology.  Other  expenses  such as computer  communications,  telephone,  ATM
charges,  courier  service  and  postage  were  higher as a result of the branch
acquisition.  Amortization of intangible assets related to the acquired branches
added  $98,000 of expense in the first six months of 1998.  Provisions  for OREO
property valuations increased $290,000 for the six months.

Provision for Income Taxes

The  effective  tax rate for the six  months  ended  June 30,  1998 is 37.5% and
reflects a slight increase from 37.4% in the year earlier  period.  The tax rate
is lower  than the  statutory  rate of 40.4%  due to  nontaxable  earnings  from
municipal  bonds.  The Bank has  been  increasing  its  holdings  of  tax-exempt
municipal  bonds so the tax rate should  continue to be lower than the statutory
rate.

Securities

At June 30, 1998,  securities  held-to-maturity  had a cost basis of $82,926,000
and  an  approximate  fair  value  of  $82,856,000.   This  portfolio  contained
mortgage-backed  securities  totaling  $60,506,000  of  which  $23,751,000  were
collateralized  mortgage  obligations (CMOs). The securities  available-for-sale
portfolio  had  a  fair  value  of   $214,951,000   and  an  amortized  cost  of
$214,342,000.  This  portfolio  contained  mortgage-backed  securities  with  an
amortized cost of $78,876,000 of which $17,379,000 were CMOs.

At  December  31,  1997,  securities   held-to-maturity  had  a  cost  basis  of
$90,764,000  and an  approximate  fair  value  of  $88,950,000.  This  portfolio
contained  mortgage-backed  securities totaling $68,429,000 of which $27,821,000
were  CMOs.  The  securities  available-for-sale  portfolio  had a fair value of
$175,753,000  and an amortized cost of  $175,282,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $36,556,000  of  which
$19,677,000 were CMOs.

Loans

At June 30, 1998, loan balances were  $30,562,000 or 6.6% higher than the ending
balances  at June 30,  1997  and  $42,336,000  or 9.4%  higher  than the  ending
balances at December 31, 1997. The Bank sold its credit card portfolio  totaling
$14,365,000  in the second  quarter of 1998.  Had these  loans been  included at
quarter  end,  loan growth on a year over year basis would have been 9.8%.  On a
year over year basis at June 30,  commercial  and real estate loan balances were
higher  while  there was a  decrease  in  consumer  loans due to the sale of the
credit cards. Real estate construction loans were relatively flat. Nonperforming
Loans

As shown in the following table, total nonperforming assets have decreased 27.1%
to $5,453,000 in the first six months of 1998.  Nonperforming  assets  represent
only 0.62% of total assets. Both nonaccrual loans and OREO decreased during this
period.  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,
                                              1998              1997

Nonaccrual loans                          $     3,687      $     4,721
Accruing loans past due 90 days or more           302              528
Restructured loans (in compliance with
  modified terms)                                   0                0
                                         -------------    -------------

     Total nonperforming loans                  3,989            5,249

Other real estate owned                         1,464            2,230
                                         -------------    -------------

     Total nonperforming assets           $     5,453      $     7,479
                                         =============    =============

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                $       449      $       856
                                         =============    =============

Nonperforming loans to total loans              0.81%            1.17%
Allowance for loan losses to
  nonperforming loans                            179%             123%
Nonperforming assets to total assets            0.62%            0.91%
Allowance for loan losses to
  nonperforming assets                           131%              86%

Allowance for Loan Loss

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

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

                                          June 30,                   June 30,
                                            1998                       1997
                                                     (in thousands)
Balance, Beginning of period            $   6,459      $     6,097
Provision charged to operations             2,060            1,200
Loans charged off                          (1,602)          (1,167)
Recoveries of loans previously
  charged off                                 221              103
                                        ----------     ------------
Balance, end of period                  $   7,138      $     6,233
                                        ==========     ============

Ending loan portfolio                   $ 491,303      $   460,741
                                        ==========     ============
Allowance for loan losses as a
  percentage of ending loan portfolio       1.45%            1.35%
                                        ==========     ============

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, 1998:
Total Capital
    to Risk Weighted Assets          $66,689   11.82%       =>$45,137 =>8.0%     =>$56,421  =>10.0%
Tier I Capital
    to Risk Weighted Assets          $59,636   10.57%       =>$22,568 =>4.0%     =>$33,852  => 6.0%
Tier I Capital
    to Average Assets                $59,636    7.13%       =>$22,568 =>4.0%     =>$28,210  => 5.0%
Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1997.
PART II

Other Information

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

         (a.)     Annual Meeting held May 19, 1998.  Number of shares
                  represented in person or by proxy and constituting a quorum.
                  3,599,622  77%

         (c.)     Election of directors                VOTES FOR
                                                       ---------
                    Everett B. Beich                   3.572,670
                                                       ---------
                    William J. Casey                   3,573,360
                                                       ---------
                    Craig S. Compton                   3,574,160
                                                       ---------
                    Douglas F. Hignell                 3,574,148
                                                       ---------
                    Brian D. Leidig                    3,570,563
                                                       ---------
                    Wendell J. Lundberg                3,572,170
                                                       ---------
                    Donald E. Murphy                   3,574,274
                                                       ---------
                    Rodney W. Peterson                 3,569,433
                                                       ---------
                    Robert H. Steveson                 3,571,040
                                                       ---------
                    Carroll Taresh                     3,569,433
                                                       ---------
                    Alex A. Vereschagin, Jr.           3,573,774
                                                       ---------

                  Ratify the appointment of Arthur Andersen LLP as independent
                  public accountants of the Company for 1997.
                  Votes:  FOR 3,571,748, AGAINST 8,591 , ABSTAIN 19,282

 (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.

         22.1        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        August 11, 1998                              /s/ Robert H. Steveson 
      -------------------------------                    -----------------------
                                                         Robert H. Steveson
                                                         President and
                                                         Chief Executive Officer

Date        August 11, 1998                              /s/ Robert M. Stanberry
      -------------------------------                    -----------------------
                                                         Robert M. Stanberry
                                                         Vice President and
                                                         Chief Financial Officer