<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, 1996                   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.)

                    15 Independence Circle, Chico, California 95973
                  (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                 916/898-0300


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

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

                             Yes        X                        No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 12, 1996:  4,493,871




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


                                                                        June 30, December 31,
                                                                       ---------    ---------
                                                                            1996         1995
<S>                                                                    <C>          <C>  
Assets:
Cash and due from banks ............................................   $  30,572    $  39,673
Federal funds sold .................................................        --         25,600
Securities held-to-maturity
 (approximate fair value $104,643 and $116,576) ....................     108,279      116,865
Securities available-for-sale, net of
 unrealized (loss) of $(1,849) and $(236) ..........................      75,529       76,246
Loans, net of allowance for loan losses of $(5,234) and $(5,580) ...     367,684      313,186
Premises and equipment, net ........................................      14,293       13,189
Investment in real estate properties ...............................       1,173        1,173
Other real estate owned ............................................         747          631
Accrued interest receivable ........................................       4,686        4,609
Other assets .......................................................      13,973       12,382
                                                                       ---------    ---------

     Total assets ..................................................   $ 616,936    $ 603,554
                                                                       =========    =========

Liabilities:
Deposits
 Noninterest-bearing demand ........................................   $  81,744    $  90,308
 Interest-bearing demand ...........................................      84,361       84,314
 Savings ...........................................................     155,198      161,479
 Time certificates .................................................     169,706      180,092
                                                                       ---------    ---------
     Total deposits ................................................     491,009      516,193
Fed funds purchased ................................................      30,000         --
Repurchase agreements ..............................................       9,828         --
Accrued interest payable and other liabilities .....................       6,742        7,856
Long term borrowings ...............................................      24,458       26,292
                                                                       ---------    ---------

     Total liabilities .............................................     562,037      550,341

Shareholders' equity:
Common stock .......................................................      44,627       44,315
Retained earnings ..................................................      11,757        9,548
Unrealized loss on securities available for sale ...................      (1,485)        (650)
                                                                       ---------    ---------

     Total shareholders' equity ....................................      54,899       53,213
                                                                       ---------    ---------

     Total liabilities and shareholders' equity ....................   $ 616,936    $ 603,554
                                                                       =========    =========
</TABLE>
<PAGE>
                                TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
                 (in thousands except earnings per common share)
<TABLE>
<CAPTION>



                                                  For the three months  For the six months
                                                        ended June 30,      ended June 30,
                                                        1996      1995      1996      1995
<S>                                                 <C>       <C>       <C>       <C> 
Interest income:
  Interest and fees on loans .....................  $  9,030  $  8,244  $ 17,593  $ 16,281
  Interest on investment
   securities-taxable ............................     2,641     2,975     5,339     6,105
  Interest on investment
   securities-tax exempt .........................        30        43        63        87
  Interest on federal funds sold .................        21        40       332       130
                                                     -------   -------   -------   -------
     Total interest income .......................    11,722    11,302    23,327    22,603
                                                     -------   -------   -------   -------

Interest expense:
  Interest on deposits ...........................     3,946     4,111     8,099     7,861
  Interest on federal funds purchased ............       144        47       144        57
  Interest on other borrowings ...................       408       283       790       896
                                                     -------   -------   -------   -------
                                                    
     Total interest expense ......................     4,498     4,441     9,033     8,814
                                                     -------   -------   -------   -------

     Net interest income .........................     7,224     6,861    14,294    13,789

Provision for loan losses ........................        50        35        90        75
                                                     -------   -------   -------   -------
    Net interest income after
     provision for loan losses ...................     7,174     6,826    14,204    13,714

Noninterest income:
  Service charges and fees .......................     1,176     1,015     2,295     2,036
  Other income ...................................       404       602       751     1,044
  Securities gains (losses), net .................      --          21      --         (10)
                                                     -------   -------   -------   -------
                                                     
     Total noninterest income ....................     1,580     1,638     3,046     3,070
                                                     -------   -------   -------   -------

Noninterest expenses:
  Salaries and related expenses ..................     3,005     2,724     5,964     5,534
  Other, net .....................................     2,819     2,747     5,365     5,493
                                                     -------   -------   -------   -------
                                                    
     Total noninterest expenses ..................     5,824     5,471    11,329    11,027
                                                     -------   -------   -------   -------

Net income before income taxes ...................     2,930     2,993     5,921     5,757

  Income taxes ...................................     1,226     1,229     2,473     2,363
                                                     -------   -------   -------   -------

     Net income ..................................     1,704     1,764     3,448     3,394

Preferred stock dividends ........................      --         105      --         210
                                                     -------   -------   -------   -------
Net income available to
 common shareholders .............................  $  1,704  $  1,659  $  3,448  $  3,184

Primary earnings per common sh$re ................  $   0.37  $   0.36  $   0.74  $   0.69
                                                     =======   =======   =======   =======
Fully diluted earnings per com$on share ..........  $   0.37  $   0.36  $   0.74  $   0.69
                                                     =======   =======   =======   =======
</TABLE>
<PAGE>
                                TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)

<TABLE>
<CAPTION>


                                    Common stock                      Unrealized
                              --------------------------              ----------
                                                                      securities
                                                                      ----------
                               Number                    Retained      holding
                              ----------                -----------   ----------
                              of shares     Amount       earnings     gain (loss)    Total
                              ----------   ----------   -----------   ----------   ----------
<S>                           <C>           <C>          <C>           <C>          <C> 
Balance,
 December 31, 1995            4,464,828     $ 44,315     $   9,548     $   (650)    $ 53,213

Exercise of common stock
 options                         26,169          290                                $    290

Repurchase of common stock       (8,285)         (82)          (64)                 $   (146)

Common stock cash
 dividends                                                  (1,175)                 $ (1,175)

Change in unrealized
 loss on securities                                                        (835)    $   (835)

Stock option amortization                        104                                $    104

Net income, June 30, 1996                                    3,448                  $  3,448
                              ----------   ----------   -----------   ----------   ----------

Balance,
 June 30, 1996                4,482,712     $ 44,627      $ 11,757     $ (1,485)    $ 54,899
                              ==========   ==========   ===========   ==========   ==========

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

                                                                   For the six months
                                                                      ended June 30,
                                                                    1996        1995
<S>                                                               <C>         <C>
Operating activities:
Net income ....................................................   $  3,448    $  3,394
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses .................................         90          75
    Provision for losses on other real estate owned ...........       --            35
    Depreciation and amortization .............................        856         780
    Amortization of investment security discounts .............         30          59
    Deferred income taxes .....................................        106        --
    Investment security (gains) losses (net) ..................       --            10
    (Gain) loss on sale of OREO (net) .........................        (31)        (66)
    (Gain) loss on sale of loans (net) ........................          6         (23)
    Origination of loans held for sale ........................    (13,896)     (4,923)
    Proceeds from loan sales ..................................      5,256       3,822
    Amortization of stock options .............................        104         104
    (Increase) decrease in interest receivable ................        (77)        193
    Increase (decrease) in interest payable ...................       (818)        919
    (Increase) decrease in other assets and liabilities             (1,532)       (517)
                                                                  --------    --------
      Net cash provided (used) by operating activities ........     (6,458)      3,862

Investing activities:
    Proceeds from maturities of securities held-to-maturity         14,256       6,789
    Purchases of securities held-to-maturity ..................     (5,516)       --
    Proceeds from maturities of securities available-for-sale       12,677       6,101
    Proceeds from sales of securities available-for-sale ......       --         6,993
    Purchases of securities available-for-sale ................    (13,587)     (3,080)
    Net (increase) decrease in loans ..........................    (46,485)       (605)
    Purchases of premises and equipment .......................     (1,813)       (720)
    Proceeds from the sale of OREO ............................        446         900
                                                                  --------    --------
      Net cash provided (used) by investing activities ........    (40,022)     16,378

Financing activities:
    Net increase (decrease) in deposits .......................    (25,184)     (3,363)
    Fed funds purchased .......................................     30,000        --
    Repayment of repurchase agreements ........................       --       (30,457)
    Borrowings under long-term debt agreements ................     10,000        --
    Payments of principal on long-term debt agreements ........     (2,006)     (2,020)
    Cash dividends - Preferred ................................       --          (210)
    Cash dividends - Common ...................................     (1,175)       (704)
    Repurchase of common stock ................................       (146)       --
    Sale of Common Stock ......................................        290         196
                                                                  --------    --------
      Net cash provided (used) by financing activities ........     11,779     (36,558)
                                                                  --------    --------

      Increase (decrease) in cash and cash equivalents             (34,701)    (16,318)
      Cash and cash equivalents at beginning of period ........     65,273      39,709
                                                                  --------    --------
      Cash and cash equivalents at end of period  ............    $ 30,572    $ 23,391
                                                                  ========    ========

Supplemental information:
    Cash paid for taxes .......................................   $  3,182    $  2,264
    Cash paid for interest expense ............................   $  9,329    $  7,895
</TABLE>


<PAGE>

                 Item 1. Notes to Condensed Consolidated
                          Financial Statements

Note A - Basis of Presentation

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

The  interim  results for the six months  ended June 30, 1996 and 1995,  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, 1995.


Note B - Mortgage Servicing

As of  January  1,  1996,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 122,  Accounting for Mortgage  Servicing Rights,  (SFAS
122). SFAS 122 requires a mortgage banking enterprise to recognize the rights to
service  mortgage loans for others as a separate  asset.  SFAS 122 also requires
that a mortgage banking  enterprise  assess its capitalized  mortgage  servicing
rights  for  impairment  based on the fair value of those  rights and  recognize
impairment through a valuation allowance.

The  adoption  of SFAS  122 did not  have a  material  impact  on the  Company's
financial  position or results of  operations  for the six months ended June 30,
1996.



<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.  Unless  otherwise  stated,  interest  income and net
interest income are presented on a tax equivalent basis.

Overview

The Company earned  $1,704,000 for the second quarter ended June 30, 1996 versus
$1,764,000 for the same period in 1995. Fully diluted earnings per share for the
second quarter periods were $0.37 and $0.36, respectively.  Earnings for the six
months  ended  June  30,  1996  were  $3,448,000  versus  year  ago  results  of
$3,394,000.  The fully  diluted  earnings  per share  were $.74 and $.69 for the
respective six month periods.  The earnings per share results have been adjusted
for a five for four (5/4) stock split  effected as a stock dividend in September
1995.

A combination  of factors in the second  quarter 1996 resulted in the $63,000 or
2.1% decline in pretax  earnings over the same period in 1995.  Interest  income
was up $410,000 or 3.6% as average loans  outstanding were $47.7 million (15.9%)
higher than in the second  quarter of 1995.  The effect on interest  income from
the higher loan  balances was offset in part by a 59 basis point  decline in the
average yield on loans to 10.4% and a reduction of $21.9 million  (10.3%) in the
average  balances of  securities  and Federal funds sold.  Interest  expense was
modestly  higher with a 1.2% increase of $57,000  resulting from higher balances
of  interest-bearing  liabilities offset in part by an 11 basis point decline in
the average rate paid on these liabilities.

Noninterest  income is  comprised  of  "service  charges  and  fees" and  "other
income".  Service  charge and fee income  increased  15.9% to  $1,176,000 in the
second  quarter  versus  year ago  results.  The  increase  is due  mainly to an
increase in account volumes as basic fee rates have generally not changed. Other
income was down from $602,000 in 1995 to $404,000 in 1996. In the second quarter
of 1995  the  Company  had  non-recurring  miscellaneous  income  in  excess  of
$250,000. Overall, noninterest income decreased $58,000 or 3.5% for the quarter.

Noninterest expenses increased $353,000 to $5,824,000 in the second quarter 1996
versus 1995. Due to the virtual  elimination of FDIC insurance  premiums for the
year 1996, this expense  decreased  $282,000 from the 1995 second quarter level.
This cost  savings was offset in part by a $281,000 or 10.3%  increase in salary
and benefit expenses,  which reflects costs for additional  employees at two new
in-store  branches,  two loan  production  offices,  fringe  benefits and normal
salary  increases.  Advertising  costs were up  $200,000  as the Company ran two
television  advertising  campaigns  during  the  second  quarter  of  1996,  Net
increases in various other expenses made up the remaining differences.

<PAGE>

Assets  of the  Company  totaled  $616,936,000  at June 30,  1996  which  was up
$13,382,000  from the 1995  ending  balances.  Changes  in assets  from year end
balances  included:  an  increase in loans of  $54,152,000  to  $372,918,000;  a
decrease in securities of $9,303,000 to $183,808,000; and a decrease in cash and
near cash items of $34,701,000 to $30,572,000. Loan balances were up $64,219,000
or 20.8% at June 30,  1996  versus  the same date in 1995.  The loan to  deposit
ratio at June 30, 1996 was 76.5% versus 63.2% a year ago.

For the second quarter of 1996 the Company had an annualized return on assets of
1.16%  and a return on equity  of 12.7%  versus  1.18% and 13.5% in 1995.  TriCo
Bancshares  ended the  quarter  with a leverage  ratio of 9.0%  (based on ending
assets), a Tier 1 capital ratio of 12.9% and a total risk-based capital ratio of
14.1%.

On June 15, 1996 TriCo  Bancshares  signed an Acquisition  Agreement and Plan of
Merger with Sutter  Buttes  Savings  Bank.  At March 31 1996,  Sutter Buttes had
assets totaling  $67,000,000 of which  $58,000,000  were loans. On July 25, 1996
the  Securities  and  Exchange   Commission  approved  the  Company's  Form  S-4
Registration  Statement  relating to this  acquisition and on August 5, 1996 the
Registration  Statement  became  effective.  The acquisition  agreement is still
pending  approval  of the  Sutter  Buttes  shareholders,  the  California  State
Department of Banking and the Federal Deposit Insurance Corporation.  Management
estimates  the closing date will be late third  quarter or early fourth  quarter
this  year.  As soon  as  possible  after  the  acquisition  closing  date,  the
operations  of Sutter Buttes will be absorbed into the Yuba City branches of Tri
Counties Bank and the Sutter Buttes  branches  will be closed.  The  acquisition
will be recorded using the purchase method of accounting.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 1996 compared with the second quarter of 1995
and for the first six months of 1996 compared with the first six months of 1995.

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

<TABLE>
<CAPTION>


                                          Three months
                                         ended June 30,           Percentage
                                     1996              1995         Change
                                     (in thousands, except         increase
                                      earnings per share)         (decrease)

<S>                               <C>              <C>              <C> 
Interest income                   $    11,744      $   11,334       3.6%
Interest expense                        4,498           4,441       1.3%
                                 -------------    ------------

Net interest income                     7,246           6,893       5.1%

Provision for loan losses                  50              35      42.9%
                                 -------------    ------------

Net interest income after               7,196           6,858       4.9%
  provision for loan losses

Noninterest income                      1,580           1,638      -3.5%
Noninterest expenses                    5,824           5,471       6.5%
                                 -------------    ------------

Net income before income taxes          2,952           3,025      -2.4%
Income taxes                            1,226           1,229      -0.2%
Tax equivalent adjustment1                 22              32     -32.5%
                                 -------------    ------------

Net income                              1,704           1,764      -3.4%
                                 =============    ============

Preferred stock dividends                                (105)   -100.0%

Net income available to                 1,704           1,659       2.7%
  common shareholders'

Primary earnings per common share        0.37            0.36       2.8%
</TABLE>


1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.72
and 1.75 for June 30, 1996 and 1995.

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



                                          Six months
                                        ended June 30,             Percentage
                                    1996             1995            Change
                                    (in thousands, except           increase
                                     earnings per share)           (decrease)
<S>                               <C>            <C>                  <C> 
Interest income                   $    23,372    $   22,668           3.1%
Interest expense                       9,033          8,814           2.5%
                                 ------------   ------------

Net interest income                   14,339         13,854           3.5%

Provision for loan losses                 90             75          20.0%
                                 ------------   ------------

Net interest income after             14,249         13,779           3.4%
  provision for loan losses

Noninterest income                     3,046          3,070          -0.8%
Noninterest expenses                  11,329         11,027           2.7%
                                 ------------   ------------

Net income before income taxes         5,966          5,822           2.5%
Income taxes                           2,473          2,363           4.7%
Tax equivalent adjustment1                45             65         -30.2%
                                 ------------   ------------

Net income                             3,448          3,394           1.6%
                                 ============   ============

Preferred stock dividends                              (210)       -100.0%

Net income available to                3,448          3,184           8.3%
  common shareholders'

Primary earnings per common share       0.74           0.69           7.6%
</TABLE>


1 Interest on tax-free securities is reported on a tax equivalent basis of 1.72
and 1.75 for June 30, 1996 and 1995.

<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.

In the quarter ended June 30, 1996,  interest income  increased  $410,000 or 3.6
percent over the same period in 1995.  Average loans  outstanding  were 15.9% or
$47,747,000  higher in the second quarter of 1996 compared to the second quarter
of 1995.  Interest  income due to this  increase  totaled  $1,308,000.  The loan
growth  was  funded by growth in  liabilities  and  capital  and  reductions  in
investment  securities  and  Federal  funds  sold.  The  lower  balances  in the
investment securities and Federal funds sold resulted in a $319,000 reduction in
interest income from these sources for the second quarter of 1996 as compared to
the same period in 1995.  Additionally,  average  rates  received on all earning
assets were lower with loan rates  decreasing 59 basis points or 5.4%. The lower
rates on all earning  assets reduced  interest  income by $579,000 in the second
quarter of 1996 as compared to the same period in 1995. Since the second quarter
of 1995,  the Bank's base lending rate has decreased 75 basis points in parallel
with rate reductions by the Federal Reserve.

For the second quarter of 1996,  interest  expense  increased by $57,000 or 1.3%
over the year earlier period.  Average balances of interest bearing  liabilities
were  $17,816,000  (4.1%)  higher in the second  quarter of 1996.  These  higher
balances  resulted  in a $256,000  increase  in  interest  expense in the second
quarter of 1996 as  compared  to the same period in 1995.  Second  quarter  1996
average balances of Federal funds purchased and short-term debt were $11,490,000
and  $19,656,000  respectively,  as compared to $2,983,000 and $3,103,000 in the
second quarter of 1995.  Interest  recorded on the increased volume of these two
items  amounted  to  $369,000.  For the same  periods,  the  average  balance of
long-term debt decreased $8,240,000 or 50% which resulted in a $119,000 decrease
in interest  expense.  Average  rates paid on all interest  bearing  liabilities
decreased  from  4.08% in the  second  quarter  of 1995 to  3.97% in the  second
quarter of 1996. This accounted for a decrease in interest  expense of $199,000.
The lower average rate paid on  interest-bearing  liabilities  was reflective of
the general  reduction  in market rates of interest  from the second  quarter of
1995 to the second quarter of 1996.

The combined effect of the increase in both interest income and interest expense
for the second  quarter of 1996  versus the same  period in 1995  resulted in an
increase of $353,000 (5.1%) in net interest income. Net interest margin of 5.38%
was flat between the two periods.

<PAGE>

For the six  month  period  ending  June 30,  1996,  interest  income  increased
$704,000 or 3.1% over the same period in 1995. All of the increase resulted from
higher average  balances on loans and Federal funds sold.  Interest  income from
the volume increase for these two items totaled $2,034,000.  It was offset by an
$810,000 decrease in interest income on investment securities for volume changes
and $520,000 in decreases  due to lower average rates on loans and Federal funds
sold. However, because of the increased volume of loans (which have higher rates
than investment securities), the average rate received on all earning assets for
the six month period  ended June 30, 1996  increased 6 basis points to 8.7% from
that for the same period in 1995.

Interest expense for the six month period  increased  $219,000 from that for the
same  period in 1995.  This 2.5%  increase  was  mostly  due to volume  and rate
increases in time deposits as interest recorded on those  instruments  increased
$453,000  or 10.8%.  Reductions  in average  balances  of savings  accounts  and
short-term  debt coupled with slightly lower rates helped offset $299,000 of the
increase.  The higher rates paid on time deposits caused customers to move funds
from  savings   accounts.   Overall  average  rates  paid  on   interest-bearing
liabilities  in the first six months of 1996  increased 3 basis  points to 3.99%
from the same period in 1995.

The combined effect of the increase in both interest income and interest expense
for the first six months of 1996 versus 1995 resulted in an increase of $485,000
or 3.5% in net interest  income.  Net interest  margin  increased 6 basis points
from 5.28% to 5.34%.

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,  1996 versus the same  periods in
1995.

<PAGE>

                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
<TABLE>
<CAPTION>
 

                                                                  Three Months Ended
                                                   6/30/96                                6/30/95

                                     Average       Income/      Yield/      Average        Income/      Yield/
                                     Balance1      Expense      Rate        Balance1       Expense      Rate
<S>                               <C>           <C>             <C>     <C>             <C>             <C>
Assets
Earning assets
  Loan 2,3                        $  348,779    $   9,030       10.36%  $    301,032    $   8,244       10.95%
  Securities4                        188,276        2,693        5.72%       208,963        3,050        5.84%
  Federal funds sold                   1,592           21        5.28%         2,796           40        5.72%
                                 -----------    ---------                -----------    ---------
    Total earning assets             538,647       11,744        8.72%       512,791       11,334        8.84%
                                                ---------                               ---------
Cash and due from bank                29,113                                  28,065
Premises and equipment                14,121                                  13,315
Other assets,net                      18,486                                  21,675
Less:  allowance
  for loan losses                     (5,383)                                 (5,619)
                                 -----------                             -----------
      Total                       $  594,984                            $    570,227
                                 ===========                             ===========

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                 $   84,062         477        2.27%   $     79,640          490         2.46%
  Savings deposits                   160,453       1,226        3.06%        164,733        1,273         3.09%
  Time deposits                      169,516       2,243        5.29%        168,662        2,348         5.57%
Federal funds purchased               11,490         144        5.01%          2,983           47         6.30%
Short-term debt                       19,656         291        5.92%          3,103           44         5.67%
Long-term debt                         8,252         117        5.67%         16,492          239         5.80%
                                 -----------   ---------                 -----------    ---------
   Total interest-bearing
      liabilities                    453,429       4,498        3.97%        435,613        4,441         4.08%
                                               ---------                                ---------
Noninterest-bearing deposits          77,941                                  74,739
Other liabilities                      8,842                                   8,455
Shareholders' equity                  54,772                                  51,420
                                 -----------                             -----------
    Total liabilities
      and shareholders' equity    $  594,984                            $    570,227
                                 ===========                             ===========

Net interest rate spread5                                      4.75%                                      4.76%
                                                           =========                                  =========   
Net interest income/net                        $   7,246                               $   6,893
                                               =========                               =========
  interest margin6                                  5.38%                                   5.38%
                                               =========                               =========

</TABLE>

1 Average balances are computed principally on the basis of daily balances.
Average balance of securities is
  based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $498,000 in 1996 and
$428,000 in 1995.
4 Interest income is stated on a tax equivalent basis of  1.72 and 1.75 at June
30, 1996 and 1995.
5 Net interest rate spread represents the average yield earned on
interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  interest  margin is  computed by dividing  net  interest  income by total
average earning assets.
<PAGE>
                                TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                  Six Months Ended
                                                 6/30/96                                  6/30/95

                                    Average      Income/       Yield/        Average      Income/      Yield/
                                    Balance1     Expense       Rate          Balance1     Expense      Rate
<S>                              <C>          <C>              <C>        <C>          <C>             <C>  
Assets
Earning assets
  Loan 2,3                       $  334,190   $   17,593       10.53%     $  300,748   $   16,281      10.83%
  Securities4                       190,735        5,447        5.71%        219,095        6,257       5.71%
  Federal funds sold                 12,620          332        5.26%          4,630          130       5.62%
                                -----------  -----------                 -----------  -----------
    Total earning assets            537,545       23,372        8.70%        524,473       22,668       8.64%
                                             -----------                              -----------
Cash and due from bank               29,387                                   29,494
Premises and equipment               13,729                                   13,285
Other assets,net                     18,127                                   15,444
Less:  allowance
  for loan losses                    (5,488)                                  (5,634)
                                -----------                              -----------
      Total                      $  593,300                               $  577,062
                                ===========                              ===========

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits               $    84,362          953         2.26%   $    80,548          984       2.44%
  Savings deposits                  163,248        2,492         3.05%       174,140        2,676       3.07%
  Time deposits                     172,495        4,654         5.40%       157,350        4,201       5.34%
Federal funds purchased               5,745          144         5.01%         1,819           57       6.27%
Short-term debt                       9,828          291         5.92%        13,402          406       6.06%
Long-term debt                       17,153          499         5.82%        17,370          490       5.64%
                                -----------  -----------                 -----------   ----------
   Total interest-bearing
      liabilities                   452,831        9,033         3.99%       444,629        8,814       3.96%
                                             -----------                               ----------
Noninterest-bearing deposits         77,358                                   74,318
Other liabilities                     8,720                                    7,655
Shareholders' equity                 54,391                                   50,460
                                -----------                              -----------
    Total liabilities
      and shareholders' equity  $   593,300                               $  577,062
                                ===========                              ===========

Net interest rate spread5                                        4.71%                                 4.68%
                                                           ==========                            ==========
Net interest income/net                      $   14,339                               $   13,854
                                            ===========                              ===========
  interest margin6                                 5.34%                                    5.28%
                                            ===========                              ===========


</TABLE>

1 Average balances are computed principally on the basis of daily balances.
Average balance of securities is
  based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $905,000 in 1996 and
$810,000 in 1995.
4 Interest income is stated on a tax equivalent basis of  1.72 and 1.75 at June
30, 1996 and 1995.
5 Net interest rate spread represents the average yield earned on
interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  interest  margin is  computed by dividing  net  interest  income by total
average earning assets.

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



                                     For the three months ended June 30,
                                               1996 over 1995

                                                                       Yield/
                                    Volume            Rate4            Total
                            ---------------     -----------      -------------
Increase (decrease) in
  interest income:
    Loans 1,2               $        1,308      $     (522)      $        786
    Investment securities3            (302)            (55)              (357)
    Federal funds sold                 (17)             (2)               (19)
                            ---------------     -----------      -------------
      Total                            989            (579)               410
                            ---------------     -----------      -------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                27             (40)               (13)
    Savings deposits                   (33)            (14)               (47)
    Time deposits                       12            (117)              (105)
    Federal funds purchased            134             (37)                97
    Short-term debt                    235              12                247
    Long-term debt                    (119)             (3)              (122)
                            ---------------     -----------      -------------
      Total                            256            (199)                57
                            ---------------     -----------      -------------

Increase (decrease) in
  net interest income       $          733      $     (380)      $        353
                            ===============     ===========      =============


1 Nonaccrual loans are included.
2 Interest income on loans includes fee income on loans of $498,000  in 1996 and
$428,000 in 1995.
3 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 for June
30, 1996 and 1995.
4 The 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,
                                                     1996 over 1995

                                                                          Yield/
                                      Volume           Rate4              Total
                               --------------      ----------     --------------
Increase (decrease) in
  interest income:
    Loans 1,2                  $       1,810       $    (498)    $        1,312
    Investment securities3              (810)              0               (810)
    Federal funds sold                   224             (22)               202
                               --------------      ----------     --------------
      Total                            1,224            (520)               704
                               --------------      ----------     --------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  47             (78)               (31)
    Savings deposits                    (167)            (17)              (184)
    Time deposits                        404              49                453
    Federal funds purchased              123             (36)                87
    Short-term debt                     (108)             (7)              (115)
    Long-term debt                        (6)             15                  9
                               --------------      ----------     --------------
      Total                              293             (74)               219
                               --------------      ----------     --------------

Increase (decrease) in
  net interest income          $         931       $    (446)    $          485
                               ==============      ==========     ==============


1 Nonaccrual loans are included.
2 Interest income on loans includes fee income on loans of $905,000  in 1996 and
$810,000 in 1995.
3 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 for June
30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.

<PAGE>

Provision for Loan Losses

In the first six  months of 1996,  the Bank  provided  $90,000  for loan  losses
versus $75,000 in 1995. The allowance for loan losses at June 30, 1996 was 1.40%
of  outstanding  loans versus 1.75% at December  31,1995.  Management's  ongoing
analysis  of the  loan  portfolio  determined  that  the  remaining  balance  of
$5,234,000 in the allowance for loan losses should be adequate to cover known or
potential problem loans.

Noninterest Income

Noninterest  income is comprised of "service  charges and fees",  "other income"
and  "securities  gains and losses".  Noninterest  income for the second quarter
1996 was down $58,000 or 3.5% from the second quarter of 1995.  Service  charges
and fee income  increased  15.9% or $161,000.  This increase was due mainly to a
change in account volumes as basic fee rates had not changed. This was offset by
a decrease in other income from $602,000 in 1995 to $404,000 in 1996.  There was
over $250,000 in non  recurring  items  recorded in the second  quarter of 1995.
Commissions  on the sales of  annuities  and mutual  funds  helped  offset  this
decrease  as they  increased  $95,000 or 38.9% in the second  quarter of 1996 as
compared to the same period in 1995. Other miscellaneous items accounted for the
remaining unfavorable variance.

Results  for the first six  months  were  consistent  with the  second  quarter.
Overall,  noninterest income decreased $24,000 or .8% in the first six months of
1996 versus the same period in 1995.  Service charges and fee income reflected a
12.7% increase to $2,295,000 and were the result of volume changes. In the other
income  category,  commissions on annuities and mutual funds were up $179,000 or
37.8%. The reduction in non recurring income items as detailed above offset this
favorable  trend.  These items account for the  significant  changes  within the
noninterest income category.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank, plus the total noninterest  (income)  expenses  (excluding gains or losses
from  securities)  of the  Bank's  real  estate  development  subsidiary.  These
expenses  increased  $353,000 to $5,824,000 in the second quarter of 1996 versus
1995.

For the  quarter,  salaries  and  benefits  increased  $281,000  or 10.3%  which
reflects costs for additional  employees at two new in-store branches,  two loan
production offices, increases in fringe benefits and normal salary increases.

Other expenses increased $72,000 or 2.6% in the second quarter 1996 versus 1995.
The magnitude of this increase was favorably impacted by a $282,000 reduction in
FDIC  insurance  expense  because of the virtual  elimination of the premium for
1996. Factors  contributing to the increase included:  a television  advertising
campaign for $200,000;  costs  associated with the  out-sourcing of the internal
audit function which started in July 1995; and a mix of other various  operating
items.

<PAGE>


For the six month period noninterest expenses increased $302,000 or 2.7% in 1996
over 1995.  Salaries  and related  expenses  were up $430,000 or 7.8% due to the
issues  discussed for the quarter.  Other expenses  decreased  $128,000 or 2.3%.
Premise and equipment  expenses were down slightly as several  computer  related
equipment  leases  expired.  FDIC  insurance  costs  were down  $569,000.  Costs
relating to maintenance of premium  deposit  accounts and credit cards increased
$154,000  or 73.9%  due to  increased  activity.  These  costs  were  offset  by
increases in service charge and fee income related those  products.  The Company
has run two  television  advertising  campaigns in the first half of 1996 versus
one in the same period of 1995. Because of this costs for advertising  increased
$105,000  or 63.9%.  The  second  advertising  campaign  will run into the third
quarter.  When it is completed,  no other major advertising projects are planned
for the balance of the year. The balance of the increases are spread  throughout
the expense categories.

The overhead  efficiency ratio for the first six months of 1996 was 65.3% versus
65.4% in the like period of 1995. This is about 3% higher than the first quarter
1996 average for California peer banks.  Management is focused on improving this
ratio.

Provision for Income Taxes

The  effective  tax rate for the six months  ended June 30, 1996 is 41.8%.  This
rate  approximates  the combined  California and Federal  statutory  rates.  The
actual  rate  equals the  statutory  rate as the Bank does not have  significant
holdings of tax exempt securities.  The Bank does not anticipate  increasing its
holdings of tax-free securities in the near term.

Loans

In the second quarter of 1996, loan balances increased $43,343,000 or 13.2% from
the  ending  balances  at March  31,  1996.  Loan  balances  were  higher in all
categories. The balances also exceeded year end balances by $54,142,000 and 1995
second quarter ending balances by $64,219,000.  The year over year gains suggest
that the Bank has been successful in marketing its loan products. Management has
made a concerted effort to develop a more highly refined sales culture among its
loan officers.  A new Chief Credit Officer who has  significant  experience with
California  middle  market  companies  was brought on board to manage the credit
function. Loan underwriting standards have been maintained, but pricing has been
more  competitive.  Management  believes loan growth should continue through the
third quarter.

Securities

At June 30, 1996,  securities  held-to-maturity had a cost basis of $108,279,000
and a fair  value of  $104,643,000.  This  portfolio  contained  mortgage-backed
securities totaling  $85,722,000 of which $35,580,000 were CMO's. The securities
available-for-sale  portfolio had a fair market value of $75,529,000 with a cost
basis of $77,378,000.  This portfolio contained mortgage-backed  securities with
fair market values totaling  $30,504,000 of which $21,439,000 were CMO's. During
the first six months of 1996,  maturities  of securities  exceeded  purchases by
$7,830,000. As long as loan demand continues to increase,  management intends to
continue to move funds from maturing securities into loans.

<PAGE>


Nonperforming Loans

As shown in the following table, total nonperforming assets increased $1,607,000
to  $4,671,000  during  the first  six  months of 1996.  Non  performing  assets
represent  only  0.76% of  total  assets  at June  30,  1996.  The  increase  in
nonperforming  loans was attributable to several borrowers and is not considered
to be indicative of a general trend.  All nonaccrual  loans are considered to be
impaired when determining any valuation allowance under SFAS 114.


                                                 1996                   1995

Nonaccrual loans                             $     3,904        $     2,213
Accruing loans past due 90 days or more               20                220
Restructured loans (in compliance with
  modified terms)                                      0                  0
                                             ------------       ------------

     Total nonperforming loans                     3,924              2,433

Other real estate owned                              747                631
                                             ------------       ------------

     Total nonperforming assets              $     4,671        $     3,064
                                             ============       ============

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                   $     1,173        $     1,173
                                             ============       ============

Nonperforming loans to total loans                  1.05%              0.76%
Allowance for loan losses to
  nonperforming loans                                133%               229%
Nonperforming assets to total assets                0.76%              0.51%
Allowance for loan losses to
  nonperforming assets                               112%               182%



<PAGE>



Allowance for Loan Loss

The Bank  maintains  its  allowance  for loan  losses at a level  considered  by
Management  to be adequate to cover the risk of loss in the loan  portfolio at a
particular point in time. This determination includes an evaluation and analysis
of historical  experience,  current loan mix and volume,  and projected economic
conditions.

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


                                             1996                       1995
                                                      (in thousands)
Balance, Beginning of period             $         5,580     $         5,608

Provision charged to operations                       90                  75

Loans charged off                                   (697)               (173)

Recoveries of loans previously
  charged off                                        261                  99

Balance, end of period                   $         5,234     $         5,609
                                         ================    ================

Ending loan portfolio                    $       372,918     $       308,699
                                         ================    ================

Allowance for loan losses as a
  percentage of ending loan portfolio               1.40%               1.82%
                                         ================    ================



<PAGE>


Equity

The following table indicates the amounts of regulatory capital of the Company.

                            Tier I           Total Risk-          Leverage
                                                Based
                        ---------------------------------------------------
                                            (dollars in thousands)

June 30,1996
Company's %                      12.9%             14.1%               9.0%
Regulatory minimum %              4.0%              8.0%               4.0%
Company's capital $     $      55,728     $      60,962      $      55,728
Regulatory minimum $           17,320            34,640             24,677
                        --------------    --------------     --------------
Computed excess         $      38,408     $      26,322      $      31,051
                        ==============    ==============     ==============


<PAGE>




                                     PART II


Other Information

Item 5.     Exhibits Index                                            Page

               a.   Exhibits

                     Computations of Earnings Per Share                24

               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 12, 1996                      /s/ Robert H. Steveson
                                                Robert H. Steveson
                                                President and
                                                Chief Executive Officer


Date       August 12, 1996                      /s/ Robert M. Stanberry
                                                Robert M. Stanberry
                                                Vice President and
                                                Chief Financial Officer




<PAGE>
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 60095}]
{"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": "96611640"}, "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, 1996                   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.)

                    15 Independence Circle, Chico, California 95973
                  (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                 916/898-0300

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

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

                             Yes        X                        No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of August 12, 1996:  4,493,871
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)
June 30, December 31,
                                                                       ---------    ---------
                                                                            1996         1995
Assets:
Cash and due from banks ............................................   $  30,572    $  39,673
Federal funds sold .................................................        --         25,600
Securities held-to-maturity
 (approximate fair value $104,643 and $116,576) ....................     108,279      116,865
Securities available-for-sale, net of
 unrealized (loss) of $(1,849) and $(236) ..........................      75,529       76,246
Loans, net of allowance for loan losses of $(5,234) and $(5,580) ...     367,684      313,186
Premises and equipment, net ........................................      14,293       13,189
Investment in real estate properties ...............................       1,173        1,173
Other real estate owned ............................................         747          631
Accrued interest receivable ........................................       4,686        4,609
Other assets .......................................................      13,973       12,382
                                                                       ---------    ---------

     Total assets ..................................................   $ 616,936    $ 603,554
                                                                       =========    =========

Liabilities:
Deposits
 Noninterest-bearing demand ........................................   $  81,744    $  90,308
 Interest-bearing demand ...........................................      84,361       84,314
 Savings ...........................................................     155,198      161,479
 Time certificates .................................................     169,706      180,092
                                                                       ---------    ---------
     Total deposits ................................................     491,009      516,193
Fed funds purchased ................................................      30,000         --
Repurchase agreements ..............................................       9,828         --
Accrued interest payable and other liabilities .....................       6,742        7,856
Long term borrowings ...............................................      24,458       26,292
                                                                       ---------    ---------

     Total liabilities .............................................     562,037      550,341

Shareholders' equity:
Common stock .......................................................      44,627       44,315
Retained earnings ..................................................      11,757        9,548
Unrealized loss on securities available for sale ...................      (1,485)        (650)
                                                                       ---------    ---------

     Total shareholders' equity ....................................      54,899       53,213
                                                                       ---------    ---------

     Total liabilities and shareholders' equity ....................   $ 616,936    $ 603,554
                                                                       =========    =========
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,
                                                        1996      1995      1996      1995
Interest income:
  Interest and fees on loans .....................  $  9,030  $  8,244  $ 17,593  $ 16,281
  Interest on investment
   securities-taxable ............................     2,641     2,975     5,339     6,105
  Interest on investment
   securities-tax exempt .........................        30        43        63        87
  Interest on federal funds sold .................        21        40       332       130
                                                     -------   -------   -------   -------
     Total interest income .......................    11,722    11,302    23,327    22,603
                                                     -------   -------   -------   -------

Interest expense:
  Interest on deposits ...........................     3,946     4,111     8,099     7,861
  Interest on federal funds purchased ............       144        47       144        57
  Interest on other borrowings ...................       408       283       790       896
                                                     -------   -------   -------   -------
                                                    
     Total interest expense ......................     4,498     4,441     9,033     8,814
                                                     -------   -------   -------   -------

     Net interest income .........................     7,224     6,861    14,294    13,789

Provision for loan losses ........................        50        35        90        75
                                                     -------   -------   -------   -------
    Net interest income after
     provision for loan losses ...................     7,174     6,826    14,204    13,714

Noninterest income:
  Service charges and fees .......................     1,176     1,015     2,295     2,036
  Other income ...................................       404       602       751     1,044
  Securities gains (losses), net .................      --          21      --         (10)
                                                     -------   -------   -------   -------
                                                     
     Total noninterest income ....................     1,580     1,638     3,046     3,070
                                                     -------   -------   -------   -------

Noninterest expenses:
  Salaries and related expenses ..................     3,005     2,724     5,964     5,534
  Other, net .....................................     2,819     2,747     5,365     5,493
                                                     -------   -------   -------   -------
                                                    
     Total noninterest expenses ..................     5,824     5,471    11,329    11,027
                                                     -------   -------   -------   -------

Net income before income taxes ...................     2,930     2,993     5,921     5,757

  Income taxes ...................................     1,226     1,229     2,473     2,363
                                                     -------   -------   -------   -------

     Net income ..................................     1,704     1,764     3,448     3,394

Preferred stock dividends ........................      --         105      --         210
                                                     -------   -------   -------   -------
Net income available to
 common shareholders .............................  $  1,704  $  1,659  $  3,448  $  3,184

Primary earnings per common sh$re ................  $   0.37  $   0.36  $   0.74  $   0.69
                                                     =======   =======   =======   =======
Fully diluted earnings per com$on share ..........  $   0.37  $   0.36  $   0.74  $   0.69
                                                     =======   =======   =======   =======
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 (loss)    Total
                              ----------   ----------   -----------   ----------   ----------
Balance,
 December 31, 1995            4,464,828     $ 44,315     $   9,548     $   (650)    $ 53,213

Exercise of common stock
 options                         26,169          290                                $    290

Repurchase of common stock       (8,285)         (82)          (64)                 $   (146)

Common stock cash
 dividends                                                  (1,175)                 $ (1,175)

Change in unrealized
 loss on securities                                                        (835)    $   (835)

Stock option amortization                        104                                $    104

Net income, June 30, 1996                                    3,448                  $  3,448
                              ----------   ----------   -----------   ----------   ----------

Balance,
 June 30, 1996                4,482,712     $ 44,627      $ 11,757     $ (1,485)    $ 54,899
                              ==========   ==========   ===========   ==========   ==========
TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS
                                  OF CASH FLOWS
                                 (in thousands)
For the six months
                                                                      ended June 30,
                                                                    1996        1995
Operating activities:
Net income ....................................................   $  3,448    $  3,394
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Provision for loan losses .................................         90          75
    Provision for losses on other real estate owned ...........       --            35
    Depreciation and amortization .............................        856         780
    Amortization of investment security discounts .............         30          59
    Deferred income taxes .....................................        106        --
    Investment security (gains) losses (net) ..................       --            10
    (Gain) loss on sale of OREO (net) .........................        (31)        (66)
    (Gain) loss on sale of loans (net) ........................          6         (23)
    Origination of loans held for sale ........................    (13,896)     (4,923)
    Proceeds from loan sales ..................................      5,256       3,822
    Amortization of stock options .............................        104         104
    (Increase) decrease in interest receivable ................        (77)        193
    Increase (decrease) in interest payable ...................       (818)        919
    (Increase) decrease in other assets and liabilities             (1,532)       (517)
                                                                  --------    --------
      Net cash provided (used) by operating activities ........     (6,458)      3,862

Investing activities:
    Proceeds from maturities of securities held-to-maturity         14,256       6,789
    Purchases of securities held-to-maturity ..................     (5,516)       --
    Proceeds from maturities of securities available-for-sale       12,677       6,101
    Proceeds from sales of securities available-for-sale ......       --         6,993
    Purchases of securities available-for-sale ................    (13,587)     (3,080)
    Net (increase) decrease in loans ..........................    (46,485)       (605)
    Purchases of premises and equipment .......................     (1,813)       (720)
    Proceeds from the sale of OREO ............................        446         900
                                                                  --------    --------
      Net cash provided (used) by investing activities ........    (40,022)     16,378

Financing activities:
    Net increase (decrease) in deposits .......................    (25,184)     (3,363)
    Fed funds purchased .......................................     30,000        --
    Repayment of repurchase agreements ........................       --       (30,457)
    Borrowings under long-term debt agreements ................     10,000        --
    Payments of principal on long-term debt agreements ........     (2,006)     (2,020)
    Cash dividends - Preferred ................................       --          (210)
    Cash dividends - Common ...................................     (1,175)       (704)
    Repurchase of common stock ................................       (146)       --
    Sale of Common Stock ......................................        290         196
                                                                  --------    --------
      Net cash provided (used) by financing activities ........     11,779     (36,558)
                                                                  --------    --------

      Increase (decrease) in cash and cash equivalents             (34,701)    (16,318)
      Cash and cash equivalents at beginning of period ........     65,273      39,709
                                                                  --------    --------
      Cash and cash equivalents at end of period  ............    $ 30,572    $ 23,391
                                                                  ========    ========

Supplemental information:
    Cash paid for taxes .......................................   $  3,182    $  2,264
    Cash paid for interest expense ............................   $  9,329    $  7,895
Item 1. Notes to Condensed Consolidated
                          Financial Statements

Note A - Basis of Presentation

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

The  interim  results for the six months  ended June 30, 1996 and 1995,  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, 1995.

Note B - Mortgage Servicing

As of  January  1,  1996,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 122,  Accounting for Mortgage  Servicing Rights,  (SFAS
122). SFAS 122 requires a mortgage banking enterprise to recognize the rights to
service  mortgage loans for others as a separate  asset.  SFAS 122 also requires
that a mortgage banking  enterprise  assess its capitalized  mortgage  servicing
rights  for  impairment  based on the fair value of those  rights and  recognize
impairment through a valuation allowance.

The  adoption  of SFAS  122 did not  have a  material  impact  on the  Company's
financial  position or results of  operations  for the six months ended June 30,
1996.
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.  Unless  otherwise  stated,  interest  income and net
interest income are presented on a tax equivalent basis.

Overview

The Company earned  $1,704,000 for the second quarter ended June 30, 1996 versus
$1,764,000 for the same period in 1995. Fully diluted earnings per share for the
second quarter periods were $0.37 and $0.36, respectively.  Earnings for the six
months  ended  June  30,  1996  were  $3,448,000  versus  year  ago  results  of
$3,394,000.  The fully  diluted  earnings  per share  were $.74 and $.69 for the
respective six month periods.  The earnings per share results have been adjusted
for a five for four (5/4) stock split  effected as a stock dividend in September
1995.

A combination  of factors in the second  quarter 1996 resulted in the $63,000 or
2.1% decline in pretax  earnings over the same period in 1995.  Interest  income
was up $410,000 or 3.6% as average loans  outstanding were $47.7 million (15.9%)
higher than in the second  quarter of 1995.  The effect on interest  income from
the higher loan  balances was offset in part by a 59 basis point  decline in the
average yield on loans to 10.4% and a reduction of $21.9 million  (10.3%) in the
average  balances of  securities  and Federal funds sold.  Interest  expense was
modestly  higher with a 1.2% increase of $57,000  resulting from higher balances
of  interest-bearing  liabilities offset in part by an 11 basis point decline in
the average rate paid on these liabilities.

Noninterest  income is  comprised  of  "service  charges  and  fees" and  "other
income".  Service  charge and fee income  increased  15.9% to  $1,176,000 in the
second  quarter  versus  year ago  results.  The  increase  is due  mainly to an
increase in account volumes as basic fee rates have generally not changed. Other
income was down from $602,000 in 1995 to $404,000 in 1996. In the second quarter
of 1995  the  Company  had  non-recurring  miscellaneous  income  in  excess  of
$250,000. Overall, noninterest income decreased $58,000 or 3.5% for the quarter.

Noninterest expenses increased $353,000 to $5,824,000 in the second quarter 1996
versus 1995. Due to the virtual  elimination of FDIC insurance  premiums for the
year 1996, this expense  decreased  $282,000 from the 1995 second quarter level.
This cost  savings was offset in part by a $281,000 or 10.3%  increase in salary
and benefit expenses,  which reflects costs for additional  employees at two new
in-store  branches,  two loan  production  offices,  fringe  benefits and normal
salary  increases.  Advertising  costs were up  $200,000  as the Company ran two
television  advertising  campaigns  during  the  second  quarter  of  1996,  Net
increases in various other expenses made up the remaining differences.
Assets  of the  Company  totaled  $616,936,000  at June 30,  1996  which  was up
$13,382,000  from the 1995  ending  balances.  Changes  in assets  from year end
balances  included:  an  increase in loans of  $54,152,000  to  $372,918,000;  a
decrease in securities of $9,303,000 to $183,808,000; and a decrease in cash and
near cash items of $34,701,000 to $30,572,000. Loan balances were up $64,219,000
or 20.8% at June 30,  1996  versus  the same date in 1995.  The loan to  deposit
ratio at June 30, 1996 was 76.5% versus 63.2% a year ago.

For the second quarter of 1996 the Company had an annualized return on assets of
1.16%  and a return on equity  of 12.7%  versus  1.18% and 13.5% in 1995.  TriCo
Bancshares  ended the  quarter  with a leverage  ratio of 9.0%  (based on ending
assets), a Tier 1 capital ratio of 12.9% and a total risk-based capital ratio of
14.1%.

On June 15, 1996 TriCo  Bancshares  signed an Acquisition  Agreement and Plan of
Merger with Sutter  Buttes  Savings  Bank.  At March 31 1996,  Sutter Buttes had
assets totaling  $67,000,000 of which  $58,000,000  were loans. On July 25, 1996
the  Securities  and  Exchange   Commission  approved  the  Company's  Form  S-4
Registration  Statement  relating to this  acquisition and on August 5, 1996 the
Registration  Statement  became  effective.  The acquisition  agreement is still
pending  approval  of the  Sutter  Buttes  shareholders,  the  California  State
Department of Banking and the Federal Deposit Insurance Corporation.  Management
estimates  the closing date will be late third  quarter or early fourth  quarter
this  year.  As soon  as  possible  after  the  acquisition  closing  date,  the
operations  of Sutter Buttes will be absorbed into the Yuba City branches of Tri
Counties Bank and the Sutter Buttes  branches  will be closed.  The  acquisition
will be recorded using the purchase method of accounting.

The  following  tables  provide a summary  of the major  elements  of income and
expense for the second  quarter of 1996 compared with the second quarter of 1995
and for the first six months of 1996 compared with the first six months of 1995.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)
Three months
                                         ended June 30,           Percentage
                                     1996              1995         Change
                                     (in thousands, except         increase
                                      earnings per share)         (decrease)
Interest income                   $    11,744      $   11,334       3.6%
Interest expense                        4,498           4,441       1.3%
                                 -------------    ------------

Net interest income                     7,246           6,893       5.1%

Provision for loan losses                  50              35      42.9%
                                 -------------    ------------

Net interest income after               7,196           6,858       4.9%
  provision for loan losses

Noninterest income                      1,580           1,638      -3.5%
Noninterest expenses                    5,824           5,471       6.5%
                                 -------------    ------------

Net income before income taxes          2,952           3,025      -2.4%
Income taxes                            1,226           1,229      -0.2%
Tax equivalent adjustment1                 22              32     -32.5%
                                 -------------    ------------

Net income                              1,704           1,764      -3.4%
                                 =============    ============

Preferred stock dividends                                (105)   -100.0%

Net income available to                 1,704           1,659       2.7%
  common shareholders'

Primary earnings per common share        0.37            0.36       2.8%
1 Interest on tax-free  securities is reported on a tax equivalent basis of 1.72
and 1.75 for June 30, 1996 and 1995.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                (in thousands, except earnings per common share)
Six months
                                        ended June 30,             Percentage
                                    1996             1995            Change
                                    (in thousands, except           increase
                                     earnings per share)           (decrease)
Interest income                   $    23,372    $   22,668           3.1%
Interest expense                       9,033          8,814           2.5%
                                 ------------   ------------

Net interest income                   14,339         13,854           3.5%

Provision for loan losses                 90             75          20.0%
                                 ------------   ------------

Net interest income after             14,249         13,779           3.4%
  provision for loan losses

Noninterest income                     3,046          3,070          -0.8%
Noninterest expenses                  11,329         11,027           2.7%
                                 ------------   ------------

Net income before income taxes         5,966          5,822           2.5%
Income taxes                           2,473          2,363           4.7%
Tax equivalent adjustment1                45             65         -30.2%
                                 ------------   ------------

Net income                             3,448          3,394           1.6%
                                 ============   ============

Preferred stock dividends                              (210)       -100.0%

Net income available to                3,448          3,184           8.3%
  common shareholders'

Primary earnings per common share       0.74           0.69           7.6%
1 Interest on tax-free securities is reported on a tax equivalent basis of 1.72
and 1.75 for June 30, 1996 and 1995.
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.

In the quarter ended June 30, 1996,  interest income  increased  $410,000 or 3.6
percent over the same period in 1995.  Average loans  outstanding  were 15.9% or
$47,747,000  higher in the second quarter of 1996 compared to the second quarter
of 1995.  Interest  income due to this  increase  totaled  $1,308,000.  The loan
growth  was  funded by growth in  liabilities  and  capital  and  reductions  in
investment  securities  and  Federal  funds  sold.  The  lower  balances  in the
investment securities and Federal funds sold resulted in a $319,000 reduction in
interest income from these sources for the second quarter of 1996 as compared to
the same period in 1995.  Additionally,  average  rates  received on all earning
assets were lower with loan rates  decreasing 59 basis points or 5.4%. The lower
rates on all earning  assets reduced  interest  income by $579,000 in the second
quarter of 1996 as compared to the same period in 1995. Since the second quarter
of 1995,  the Bank's base lending rate has decreased 75 basis points in parallel
with rate reductions by the Federal Reserve.

For the second quarter of 1996,  interest  expense  increased by $57,000 or 1.3%
over the year earlier period.  Average balances of interest bearing  liabilities
were  $17,816,000  (4.1%)  higher in the second  quarter of 1996.  These  higher
balances  resulted  in a $256,000  increase  in  interest  expense in the second
quarter of 1996 as  compared  to the same period in 1995.  Second  quarter  1996
average balances of Federal funds purchased and short-term debt were $11,490,000
and  $19,656,000  respectively,  as compared to $2,983,000 and $3,103,000 in the
second quarter of 1995.  Interest  recorded on the increased volume of these two
items  amounted  to  $369,000.  For the same  periods,  the  average  balance of
long-term debt decreased $8,240,000 or 50% which resulted in a $119,000 decrease
in interest  expense.  Average  rates paid on all interest  bearing  liabilities
decreased  from  4.08% in the  second  quarter  of 1995 to  3.97% in the  second
quarter of 1996. This accounted for a decrease in interest  expense of $199,000.
The lower average rate paid on  interest-bearing  liabilities  was reflective of
the general  reduction  in market rates of interest  from the second  quarter of
1995 to the second quarter of 1996.

The combined effect of the increase in both interest income and interest expense
for the second  quarter of 1996  versus the same  period in 1995  resulted in an
increase of $353,000 (5.1%) in net interest income. Net interest margin of 5.38%
was flat between the two periods.
For the six  month  period  ending  June 30,  1996,  interest  income  increased
$704,000 or 3.1% over the same period in 1995. All of the increase resulted from
higher average  balances on loans and Federal funds sold.  Interest  income from
the volume increase for these two items totaled $2,034,000.  It was offset by an
$810,000 decrease in interest income on investment securities for volume changes
and $520,000 in decreases  due to lower average rates on loans and Federal funds
sold. However, because of the increased volume of loans (which have higher rates
than investment securities), the average rate received on all earning assets for
the six month period  ended June 30, 1996  increased 6 basis points to 8.7% from
that for the same period in 1995.

Interest expense for the six month period  increased  $219,000 from that for the
same  period in 1995.  This 2.5%  increase  was  mostly  due to volume  and rate
increases in time deposits as interest recorded on those  instruments  increased
$453,000  or 10.8%.  Reductions  in average  balances  of savings  accounts  and
short-term  debt coupled with slightly lower rates helped offset $299,000 of the
increase.  The higher rates paid on time deposits caused customers to move funds
from  savings   accounts.   Overall  average  rates  paid  on   interest-bearing
liabilities  in the first six months of 1996  increased 3 basis  points to 3.99%
from the same period in 1995.

The combined effect of the increase in both interest income and interest expense
for the first six months of 1996 versus 1995 resulted in an increase of $485,000
or 3.5% in net interest  income.  Net interest  margin  increased 6 basis points
from 5.28% to 5.34%.

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,  1996 versus the same  periods in
1995.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
Three Months Ended
                                                   6/30/96                                6/30/95

                                     Average       Income/      Yield/      Average        Income/      Yield/
                                     Balance1      Expense      Rate        Balance1       Expense      Rate
Assets
Earning assets
  Loan 2,3                        $  348,779    $   9,030       10.36%  $    301,032    $   8,244       10.95%
  Securities4                        188,276        2,693        5.72%       208,963        3,050        5.84%
  Federal funds sold                   1,592           21        5.28%         2,796           40        5.72%
                                 -----------    ---------                -----------    ---------
    Total earning assets             538,647       11,744        8.72%       512,791       11,334        8.84%
                                                ---------                               ---------
Cash and due from bank                29,113                                  28,065
Premises and equipment                14,121                                  13,315
Other assets,net                      18,486                                  21,675
Less:  allowance
  for loan losses                     (5,383)                                 (5,619)
                                 -----------                             -----------
      Total                       $  594,984                            $    570,227
                                 ===========                             ===========

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                 $   84,062         477        2.27%   $     79,640          490         2.46%
  Savings deposits                   160,453       1,226        3.06%        164,733        1,273         3.09%
  Time deposits                      169,516       2,243        5.29%        168,662        2,348         5.57%
Federal funds purchased               11,490         144        5.01%          2,983           47         6.30%
Short-term debt                       19,656         291        5.92%          3,103           44         5.67%
Long-term debt                         8,252         117        5.67%         16,492          239         5.80%
                                 -----------   ---------                 -----------    ---------
   Total interest-bearing
      liabilities                    453,429       4,498        3.97%        435,613        4,441         4.08%
                                               ---------                                ---------
Noninterest-bearing deposits          77,941                                  74,739
Other liabilities                      8,842                                   8,455
Shareholders' equity                  54,772                                  51,420
                                 -----------                             -----------
    Total liabilities
      and shareholders' equity    $  594,984                            $    570,227
                                 ===========                             ===========

Net interest rate spread5                                      4.75%                                      4.76%
                                                           =========                                  =========   
Net interest income/net                        $   7,246                               $   6,893
                                               =========                               =========
  interest margin6                                  5.38%                                   5.38%
                                               =========                               =========
1 Average balances are computed principally on the basis of daily balances.
Average balance of securities is
  based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $498,000 in 1996 and
$428,000 in 1995.
4 Interest income is stated on a tax equivalent basis of  1.72 and 1.75 at June
30, 1996 and 1995.
5 Net interest rate spread represents the average yield earned on
interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  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
                                                 6/30/96                                  6/30/95

                                    Average      Income/       Yield/        Average      Income/      Yield/
                                    Balance1     Expense       Rate          Balance1     Expense      Rate
Assets
Earning assets
  Loan 2,3                       $  334,190   $   17,593       10.53%     $  300,748   $   16,281      10.83%
  Securities4                       190,735        5,447        5.71%        219,095        6,257       5.71%
  Federal funds sold                 12,620          332        5.26%          4,630          130       5.62%
                                -----------  -----------                 -----------  -----------
    Total earning assets            537,545       23,372        8.70%        524,473       22,668       8.64%
                                             -----------                              -----------
Cash and due from bank               29,387                                   29,494
Premises and equipment               13,729                                   13,285
Other assets,net                     18,127                                   15,444
Less:  allowance
  for loan losses                    (5,488)                                  (5,634)
                                -----------                              -----------
      Total                      $  593,300                               $  577,062
                                ===========                              ===========

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits               $    84,362          953         2.26%   $    80,548          984       2.44%
  Savings deposits                  163,248        2,492         3.05%       174,140        2,676       3.07%
  Time deposits                     172,495        4,654         5.40%       157,350        4,201       5.34%
Federal funds purchased               5,745          144         5.01%         1,819           57       6.27%
Short-term debt                       9,828          291         5.92%        13,402          406       6.06%
Long-term debt                       17,153          499         5.82%        17,370          490       5.64%
                                -----------  -----------                 -----------   ----------
   Total interest-bearing
      liabilities                   452,831        9,033         3.99%       444,629        8,814       3.96%
                                             -----------                               ----------
Noninterest-bearing deposits         77,358                                   74,318
Other liabilities                     8,720                                    7,655
Shareholders' equity                 54,391                                   50,460
                                -----------                              -----------
    Total liabilities
      and shareholders' equity  $   593,300                               $  577,062
                                ===========                              ===========

Net interest rate spread5                                        4.71%                                 4.68%
                                                           ==========                            ==========
Net interest income/net                      $   14,339                               $   13,854
                                            ===========                              ===========
  interest margin6                                 5.34%                                    5.28%
                                            ===========                              ===========
1 Average balances are computed principally on the basis of daily balances.
Average balance of securities is
  based on amortized cost.
2 Nonaccrual loans are included.
3 Interest income on loans includes fees on loans of $905,000 in 1996 and
$810,000 in 1995.
4 Interest income is stated on a tax equivalent basis of  1.72 and 1.75 at June
30, 1996 and 1995.
5 Net interest rate spread represents the average yield earned on
interest-earning assets less the average rate paid
  on interest-bearing liabilities.
6 Net  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,
                                               1996 over 1995

                                                                       Yield/
                                    Volume            Rate4            Total
                            ---------------     -----------      -------------
Increase (decrease) in
  interest income:
    Loans 1,2               $        1,308      $     (522)      $        786
    Investment securities3            (302)            (55)              (357)
    Federal funds sold                 (17)             (2)               (19)
                            ---------------     -----------      -------------
      Total                            989            (579)               410
                            ---------------     -----------      -------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                27             (40)               (13)
    Savings deposits                   (33)            (14)               (47)
    Time deposits                       12            (117)              (105)
    Federal funds purchased            134             (37)                97
    Short-term debt                    235              12                247
    Long-term debt                    (119)             (3)              (122)
                            ---------------     -----------      -------------
      Total                            256            (199)                57
                            ---------------     -----------      -------------

Increase (decrease) in
  net interest income       $          733      $     (380)      $        353
                            ===============     ===========      =============

1 Nonaccrual loans are included.
2 Interest income on loans includes fee income on loans of $498,000  in 1996 and
$428,000 in 1995.
3 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 for June
30, 1996 and 1995.
4 The 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,
                                                     1996 over 1995

                                                                          Yield/
                                      Volume           Rate4              Total
                               --------------      ----------     --------------
Increase (decrease) in
  interest income:
    Loans 1,2                  $       1,810       $    (498)    $        1,312
    Investment securities3              (810)              0               (810)
    Federal funds sold                   224             (22)               202
                               --------------      ----------     --------------
      Total                            1,224            (520)               704
                               --------------      ----------     --------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  47             (78)               (31)
    Savings deposits                    (167)            (17)              (184)
    Time deposits                        404              49                453
    Federal funds purchased              123             (36)                87
    Short-term debt                     (108)             (7)              (115)
    Long-term debt                        (6)             15                  9
                               --------------      ----------     --------------
      Total                              293             (74)               219
                               --------------      ----------     --------------

Increase (decrease) in
  net interest income          $         931       $    (446)    $          485
                               ==============      ==========     ==============

1 Nonaccrual loans are included.
2 Interest income on loans includes fee income on loans of $905,000  in 1996 and
$810,000 in 1995.
3 Interest income is stated on a tax equivalent basis of 1.72 and 1.75 for June
30, 1996 and 1995.
4 The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

In the first six  months of 1996,  the Bank  provided  $90,000  for loan  losses
versus $75,000 in 1995. The allowance for loan losses at June 30, 1996 was 1.40%
of  outstanding  loans versus 1.75% at December  31,1995.  Management's  ongoing
analysis  of the  loan  portfolio  determined  that  the  remaining  balance  of
$5,234,000 in the allowance for loan losses should be adequate to cover known or
potential problem loans.

Noninterest Income

Noninterest  income is comprised of "service  charges and fees",  "other income"
and  "securities  gains and losses".  Noninterest  income for the second quarter
1996 was down $58,000 or 3.5% from the second quarter of 1995.  Service  charges
and fee income  increased  15.9% or $161,000.  This increase was due mainly to a
change in account volumes as basic fee rates had not changed. This was offset by
a decrease in other income from $602,000 in 1995 to $404,000 in 1996.  There was
over $250,000 in non  recurring  items  recorded in the second  quarter of 1995.
Commissions  on the sales of  annuities  and mutual  funds  helped  offset  this
decrease  as they  increased  $95,000 or 38.9% in the second  quarter of 1996 as
compared to the same period in 1995. Other miscellaneous items accounted for the
remaining unfavorable variance.

Results  for the first six  months  were  consistent  with the  second  quarter.
Overall,  noninterest income decreased $24,000 or .8% in the first six months of
1996 versus the same period in 1995.  Service charges and fee income reflected a
12.7% increase to $2,295,000 and were the result of volume changes. In the other
income  category,  commissions on annuities and mutual funds were up $179,000 or
37.8%. The reduction in non recurring income items as detailed above offset this
favorable  trend.  These items account for the  significant  changes  within the
noninterest income category.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank, plus the total noninterest  (income)  expenses  (excluding gains or losses
from  securities)  of the  Bank's  real  estate  development  subsidiary.  These
expenses  increased  $353,000 to $5,824,000 in the second quarter of 1996 versus
1995.

For the  quarter,  salaries  and  benefits  increased  $281,000  or 10.3%  which
reflects costs for additional  employees at two new in-store branches,  two loan
production offices, increases in fringe benefits and normal salary increases.

Other expenses increased $72,000 or 2.6% in the second quarter 1996 versus 1995.
The magnitude of this increase was favorably impacted by a $282,000 reduction in
FDIC  insurance  expense  because of the virtual  elimination of the premium for
1996. Factors  contributing to the increase included:  a television  advertising
campaign for $200,000;  costs  associated with the  out-sourcing of the internal
audit function which started in July 1995; and a mix of other various  operating
items.
For the six month period noninterest expenses increased $302,000 or 2.7% in 1996
over 1995.  Salaries  and related  expenses  were up $430,000 or 7.8% due to the
issues  discussed for the quarter.  Other expenses  decreased  $128,000 or 2.3%.
Premise and equipment  expenses were down slightly as several  computer  related
equipment  leases  expired.  FDIC  insurance  costs  were down  $569,000.  Costs
relating to maintenance of premium  deposit  accounts and credit cards increased
$154,000  or 73.9%  due to  increased  activity.  These  costs  were  offset  by
increases in service charge and fee income related those  products.  The Company
has run two  television  advertising  campaigns in the first half of 1996 versus
one in the same period of 1995. Because of this costs for advertising  increased
$105,000  or 63.9%.  The  second  advertising  campaign  will run into the third
quarter.  When it is completed,  no other major advertising projects are planned
for the balance of the year. The balance of the increases are spread  throughout
the expense categories.

The overhead  efficiency ratio for the first six months of 1996 was 65.3% versus
65.4% in the like period of 1995. This is about 3% higher than the first quarter
1996 average for California peer banks.  Management is focused on improving this
ratio.

Provision for Income Taxes

The  effective  tax rate for the six months  ended June 30, 1996 is 41.8%.  This
rate  approximates  the combined  California and Federal  statutory  rates.  The
actual  rate  equals the  statutory  rate as the Bank does not have  significant
holdings of tax exempt securities.  The Bank does not anticipate  increasing its
holdings of tax-free securities in the near term.

Loans

In the second quarter of 1996, loan balances increased $43,343,000 or 13.2% from
the  ending  balances  at March  31,  1996.  Loan  balances  were  higher in all
categories. The balances also exceeded year end balances by $54,142,000 and 1995
second quarter ending balances by $64,219,000.  The year over year gains suggest
that the Bank has been successful in marketing its loan products. Management has
made a concerted effort to develop a more highly refined sales culture among its
loan officers.  A new Chief Credit Officer who has  significant  experience with
California  middle  market  companies  was brought on board to manage the credit
function. Loan underwriting standards have been maintained, but pricing has been
more  competitive.  Management  believes loan growth should continue through the
third quarter.

Securities

At June 30, 1996,  securities  held-to-maturity had a cost basis of $108,279,000
and a fair  value of  $104,643,000.  This  portfolio  contained  mortgage-backed
securities totaling  $85,722,000 of which $35,580,000 were CMO's. The securities
available-for-sale  portfolio had a fair market value of $75,529,000 with a cost
basis of $77,378,000.  This portfolio contained mortgage-backed  securities with
fair market values totaling  $30,504,000 of which $21,439,000 were CMO's. During
the first six months of 1996,  maturities  of securities  exceeded  purchases by
$7,830,000. As long as loan demand continues to increase,  management intends to
continue to move funds from maturing securities into loans.
Nonperforming Loans

As shown in the following table, total nonperforming assets increased $1,607,000
to  $4,671,000  during  the first  six  months of 1996.  Non  performing  assets
represent  only  0.76% of  total  assets  at June  30,  1996.  The  increase  in
nonperforming  loans was attributable to several borrowers and is not considered
to be indicative of a general trend.  All nonaccrual  loans are considered to be
impaired when determining any valuation allowance under SFAS 114.

                                                 1996                   1995

Nonaccrual loans                             $     3,904        $     2,213
Accruing loans past due 90 days or more               20                220
Restructured loans (in compliance with
  modified terms)                                      0                  0
                                             ------------       ------------

     Total nonperforming loans                     3,924              2,433

Other real estate owned                              747                631
                                             ------------       ------------

     Total nonperforming assets              $     4,671        $     3,064
                                             ============       ============

Nonincome producing investments in real
  estate held by Bank's real estate
    development subsidiary                   $     1,173        $     1,173
                                             ============       ============

Nonperforming loans to total loans                  1.05%              0.76%
Allowance for loan losses to
  nonperforming loans                                133%               229%
Nonperforming assets to total assets                0.76%              0.51%
Allowance for loan losses to
  nonperforming assets                               112%               182%
Allowance for Loan Loss

The Bank  maintains  its  allowance  for loan  losses at a level  considered  by
Management  to be adequate to cover the risk of loss in the loan  portfolio at a
particular point in time. This determination includes an evaluation and analysis
of historical  experience,  current loan mix and volume,  and projected economic
conditions.

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

                                             1996                       1995
                                                      (in thousands)
Balance, Beginning of period             $         5,580     $         5,608

Provision charged to operations                       90                  75

Loans charged off                                   (697)               (173)

Recoveries of loans previously
  charged off                                        261                  99

Balance, end of period                   $         5,234     $         5,609
                                         ================    ================

Ending loan portfolio                    $       372,918     $       308,699
                                         ================    ================

Allowance for loan losses as a
  percentage of ending loan portfolio               1.40%               1.82%
                                         ================    ================
Equity

The following table indicates the amounts of regulatory capital of the Company.

                            Tier I           Total Risk-          Leverage
                                                Based
                        ---------------------------------------------------
                                            (dollars in thousands)

June 30,1996
Company's %                      12.9%             14.1%               9.0%
Regulatory minimum %              4.0%              8.0%               4.0%
Company's capital $     $      55,728     $      60,962      $      55,728
Regulatory minimum $           17,320            34,640             24,677
                        --------------    --------------     --------------
Computed excess         $      38,408     $      26,322      $      31,051
                        ==============    ==============     ==============
PART II

Other Information

Item 5.     Exhibits Index                                            Page

               a.   Exhibits

                     Computations of Earnings Per Share                24

               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 12, 1996                      /s/ Robert H. Steveson
                                                Robert H. Steveson
                                                President and
                                                Chief Executive Officer

Date       August 12, 1996                      /s/ Robert M. Stanberry
                                                Robert M. Stanberry
                                                Vice President and
                                                Chief Financial Officer