UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended June 30, 2005                   Commission file number 0-10661
-------------------------------                   ------------------------------

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


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

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

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


--------------------------------------------------------------------------------
(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
                                -----        -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of July 26, 2005:  15,674,092


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page

Forward Looking Statements                                                  1

PART I - FINANCIAL INFORMATION                                              2

  Item 1 - Financial Statements                                             2

    Notes to Unaudited Condensed Consolidated Financial Statements          6

    Financial Summary                                                      15

  Item 2 - Management's Discussion and Analysis of Financial               16
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk      28

  Item 4 - Controls and Procedures                                         29

PART II - OTHER INFORMATION                                                30

  Item 1 - Legal Proceedings                                               30

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds     30

  Item 4 - Submission of Matters to a Vote of Security Holders             30

  Item 6 - Exhibits                                                        31

  Signatures                                                               33

  Exhibits                                                                 34




<PAGE>

                           FORWARD-LOOKING STATEMENTS

This  report  on Form  10-Q  contains  forward-looking  statements  about  TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include  information  concerning  the  Company's  possible or assumed
future  financial  condition and results of operations.  When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
mean making forward-looking  statements.  A number of factors, some of which are
beyond the Company's  ability to predict or control,  could cause future results
to differ materially from those contemplated.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist  attacks in the United  States
          and the uncertain  effect of these events on the national and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the financial performance or condition of the Company's
          borrowers;
    -     changes in the competitive environment among financial holding
          companies;
    -     changes in accounting policies as may be adopted by regulatory
          agencies,  as well as the Public Company Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters; and
    -     changes in the Company's compensation and benefit plans.


The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.







                                      -1-

<PAGE>
<TABLE>
<CAPTION>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data; unaudited)

                                                                  At June 30,            At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
<S>                                                         <C>               <C>              <C>
Assets:
     Cash and due from banks                              $79,287           $65,512          $70,037
     Federal funds sold                                       235                 -                -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         79,522            65,512           70,037
     Securities available for sale                        288,902           302,341          286,013
     Federal Home Loan Bank stock, at cost                  7,440             6,642            6,781
     Loans, net of allowance for loan losses
          of $14,892, $14,613 and $14,525               1,235,160         1,063,851        1,158,442
     Foreclosed assets, net of allowance for losses
          of $180, $180 and $180                                -               628                -
     Premises and equipment, net                           21,182            18,996           19,853
     Cash value of life insurance                          41,099            39,844           40,479
     Accrued interest receivable                            6,706             6,069            6,473
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets                                4,719             5,412            5,408
     Other assets                                          20,394            21,275           18,501
                                                      -------------------------------   -----------------
         Total Assets                                  $1,720,643        $1,546,089       $1,627,506
                                                      ===============================   =================
     Liabilities and Shareholders' Equity:
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $332,887          $282,292         $311,275
         Interest-bearing                               1,067,290           985,060        1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,400,177         1,267,352        1,348,833
     Federal funds purchased                               83,000            66,000           46,400
     Accrued interest payable                               3,535             2,272            3,281
     Reserve for unfunded commitments                       1,671               916            1,532
     Other liabilities                                     20,626            17,125           19,938
     Other borrowings                                      27,628            22,866           28,152
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,577,875         1,417,769        1,489,374
                                                      -------------------------------   -----------------
     Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares authorized;
         issued and outstanding:
           15,684,092 at June 30, 2005                     70,855
           15,639,897 at June 30, 2004                                       69,623
           15,723,317 at December 31, 2004                                                    70,699
     Retained earnings                                     73,381            60,681           67,785
     Accumulated other comprehensive loss, net             (1,468)           (1,984)            (352)
                                                      -------------------------------   -----------------
     Total Shareholders' Equity                           142,768           128,320          138,132
                                                      -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,720,643        $1,546,089       $1,627,506
                                                      ===============================   =================

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      -2-

<PAGE>
<TABLE>
<CAPTION>



                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                (In thousands, except per share data; unaudited)

                                                Three months ended June 30, Six months ended June 30,
                                                    2005            2004       2005           2004
                                               --------------------------------------------------------
<S>                                                 <C>             <C>        <C>            <C>
Interest and dividend income:
  Loans, including fees                          $20,701         $17,551    $40,228        $34,290
  Debt securities:
    Taxable                                        2,707           2,590      5,337          5,266
    Tax exempt                                       414             438        829            880
  Dividends                                           78              48        138             93
  Federal funds sold                                  10               1         14             11
                                               --------------------------------------------------------
    Total interest income                         23,910          20,628     46,546         40,540
                                               --------------------------------------------------------
     Interest expense:
     Deposits                                      3,617           2,387      6,702          4,836
     Federal funds purchased                         249             150        421            184
     Other borrowings                                329             320        656            640
     Junior subordinated debt                        594             230      1,131            441
                                               --------------------------------------------------------
     Total interest expense                        4,789           3,087      8,910          6,101
                                               --------------------------------------------------------
     Net interest income                          19,121          17,541     37,636         34,439
                                               --------------------------------------------------------
     Provision for loan losses                       561           1,305        661          1,918
                                               --------------------------------------------------------
     Net interest income after provision for
       loan losses                                18,560          16,236     36,975         32,521
                                               --------------------------------------------------------
     Noninterest income:
     Service charges and fees                      4,505           4,910      8,567          8,991
     Gain on sale of loans                           429             433        721          1,058
     Commissions on sale of non-deposit
       investment products                           660             587      1,192          1,129
     Increase in cash value of life insurance        400             432        620            864
     Other                                           316             580        537            655
                                               --------------------------------------------------------
     Total noninterest income                      6,310           6,942     11,637         12,697
                                               --------------------------------------------------------
     Noninterest expense:
     Salaries and related benefits                 8,408           8,440     16,777         16,607
     Other                                         7,109           6,967     13,853         13,183
                                               --------------------------------------------------------
     Total noninterest expense                    15,517          15,407     30,630         29,790
                                               --------------------------------------------------------
     Income before income taxes                    9,353           7,771     17,982         15,428
     Provision for income taxes                    3,616           2,924      7,006          5,804
                                               --------------------------------------------------------
     Net income                                    5,737           4,847     10,976          9,624
                                               --------------------------------------------------------
     Other comprehensive (loss) income:
     Change in unrealized (loss) gain on securities
       available for sale, net                       774          (4,410)    (1,116)        (3,798)
                                               --------------------------------------------------------
     Comprehensive income                         $6,511            $437     $9,860         $5,826
                                               ========================================================
     Average shares outstanding                15,701,867     15,639,556  15,715,796     15,628,048
     Diluted average shares outstanding        16,288,728     16,215,160  16,327,716     16,213,885
     Per share data:
     Basic earnings                                $0.37           $0.31      $0.70          $0.62
     Diluted earnings                              $0.35           $0.30      $0.67          $0.59
     Dividends paid                                $0.11           $0.11      $0.22          $0.21

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.

                                      -3-

<PAGE>
<TABLE>
<CAPTION>


                                TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                (In thousands, except per share data; unaudited)

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
<S>                                   <C>         <C>        <C>          <C>           <C>
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                                9,624                       9,624
  Change in net unrealized gain on
    Securities available for sale, net                                  (3,798)        (3,798)
                                                                                    ----------
Total comprehensive income                                                              5,826
Stock options exercised              139,249       576                                    576
Tax benefit of stock options exercised              26                                     26
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.21 per share)                           (3,275)                     (3,275)
                                 -------------------------------------------------------------
Balance at June 30, 2004          15,639,897   $69,623    $60,681      ($1,984)      $128,320
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                               10,976                      10,976
  Change in net unrealized gain on
    Securities available for sale, net                                  (1,116)        (1,116)
                                                                                    ----------
Total comprehensive income                                                              9,860
Stock options exercised               79,275       511                                    511
Tax benefit of stock options exercised             178                                    178
Repurchase of common stock          (118,500)     (533)    (1,918)                     (2,451)
Dividends paid ($0.22 per share)                           (3,462)                     (3,462)
                                 -------------------------------------------------------------
Balance at June 30, 2005          15,684,092   $70,855    $73,381      ($1,468)      $142,768
                                 =============================================================

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements.



                                      -4-

<PAGE>
<TABLE>
<CAPTION>

                                TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                                 For the six months ended June 30,
                                                                     2005               2004
                                                               ------------------------------------
<S>                                                                   <C>                <C>
Operating activities:
   Net income                                                      $10,976              $9,624
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of property and equipment, and amortization      1,861               1,625
       Amortization of intangible assets                               689                 673
       Provision for loan losses                                       661               1,918
       Amortization of investment securities premium, net              659               1,009
       Originations of loans for resale                            (36,677)            (55,376)
       Proceeds from sale of loans originated for resale            36,986              55,929
       Gain on sale of loans                                          (721)             (1,058)
       Amortization of mortgage servicing rights                       306                 406
       Recovery of mortgage servicing rights valuation allowance         -                (600)
       Gain on sale of other real estate owned                           -                (182)
       Loss (gain) on sale of fixed assets                              79                 (12)
       Increase in cash value of life insurance                       (620)               (864)
       Change in:
         Interest receivable                                          (233)                (42)
         Interest payable                                              254                (366)
         Other assets and liabilities, net                            (271)             (2,215)
                                                               ------------------------------------
         Net cash provided by operating activities                  13,949              10,469
                                                               ------------------------------------
     Investing activities:
   Proceeds from maturities of securities available-for-sale        29,064              41,225
   Purchases of securities available-for-sale                      (34,538)            (39,580)
   Purchases of Federal Home Loan Bank stock                          (659)             (1,858)
   Loan originations and principal collections, net                (77,379)            (97,418)
   Proceeds from sale of premises and equipment                         23                 539
   Purchases of premises and equipment                              (2,993)             (1,407)
   Proceeds from sale of other real estate owned                         -                 478
                                                               ------------------------------------
   Net cash used by investing activities                           (86,482)            (98,021)
                                                               ------------------------------------
     Financing activities:
   Net increase in deposits                                         51,344              30,529
   Net increase in Federal funds purchased                          36,600              26,500
   Issuance of junior subordinated debt                                  -              20,619
   Payments of principal on long-term other borrowings                 (25)                (21)
   Net change in short-term other borrowings                          (499)                  -
   Repurchase of common stock                                       (2,451)             (2,793)
   Dividends paid                                                   (3,462)             (3,275)
   Exercise of stock options                                           511                 576
                                                               ------------------------------------
         Net cash provided by financing activities                  82,018              72,135
                                                               ------------------------------------
     Net change in cash and cash equivalents                         9,485             (15,417)
                                                               ------------------------------------
     Cash and cash equivalents and beginning of period              70,037              80,929
                                                               ------------------------------------
     Cash and cash equivalents at end of period                    $79,522             $65,512
                                                               ====================================
     Supplemental disclosure of noncash activities:
   Unrealized loss on securities available for sale                ($1,926)            ($6,477)
   Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                   $8,656              $6,467
   Cash paid for income taxes                                       $6,880              $7,460
   Income tax benefit from stock option exercises                     $178                 $26

</TABLE>

See accompanying notes to unaudited condensed consolidated financial statements

                                      -5-

<PAGE>


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim periods  presented.  The interim results for the three and six month
periods  ended  June 30,  2005 and 2004 are not  necessarily  indicative  of the
results  expected  for the full year.  These  unaudited  condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements  and  accompanying  notes  as  well as  other  information
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2004.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Tri Counties Bank (the "Bank").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations
The Company  operates 32 branch  offices and 15 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and Yuba.  The Company's
operating policy since its inception has emphasized retail banking.  Most of the
Company's customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  Management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. The allowance for loan losses, goodwill and other intangible assets,
income  taxes,  and the  valuation of mortgage  servicing  rights,  are the only
accounting estimates that materially affect the Company's consolidated financial
statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the six months ended June 30, 2005, and throughout  2004, the Company did
not have any securities classified as either held-to-maturity or trading.

                                      -6-

<PAGE>

Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported as a separate  component  of  accumulated  other  comprehensive  income
(loss) in shareholders' equity until realized.

Premiums and  discounts  are  amortized or accreted over the life of the related
investment  security  as an  adjustment  to yield using the  effective  interest
method.  Dividend and interest income are recognized when earned. Realized gains
and losses for  securities  are included in earnings  and are derived  using the
specific  identification  method for  determining  the cost of securities  sold.
Unrealized  losses  due to  fluctuations  in fair  value of  securities  held to
maturity  or  available  for sale are  recognized  through  earnings  when it is
determined that an other than temporary decline in value has occurred.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At June 30, 2005 and 2004,  and December  31, 2004,  the Company had no
loans held for sale.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management  believes that the  collectibility  of
the  principal  is unlikely  or, with  respect to  consumer  installment  loans,
according to an  established  delinquency  schedule.  The allowance is an amount
that Management  believes will be adequate to absorb probable losses inherent in
existing  loans  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  The evaluations  take
into  consideration  such  factors  as  changes  in the  nature  and size of the
portfolio,  overall portfolio  quality,  loan  concentrations,  specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the  contractual  terms of the
loan  agreement.  Impaired  loans are  measured  based on the  present  value of
expected future cash flows discounted at the loan's original  effective interest
rate. As a practical  expedient,  impairment may be measured based on the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  When the measure of the  impaired  loan is less than the
recorded  investment in the loan, the impairment is recorded through a valuation
allowance.

                                      -7-

<PAGE>


Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  Fair value is based on market
prices  for  comparable  mortgage  servicing  contracts,   when  available,   or
alternatively,  is based on a valuation  model that calculates the present value
of estimated  future net  servicing  income.  The valuation  model  incorporates
assumptions  that  market  participants  would  use  in  estimating  future  net
servicing income, such as the cost to service,  the discount rate, the custodial
earnings  rate,  an inflation  rate,  ancillary  income,  prepayment  speeds and
default  rates and losses.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

The following table summarizes the Company's mortgage servicing rights recorded
in other assets as of June 30, 2005 and December 31, 2004.

                                 December 31,                          June 30,
   (Dollars in thousands)            2004     Additions   Reductions     2005
                                 -----------------------------------------------

   Mortgage Servicing Rights       $3,476          $412       ($306)     $3,582
   Valuation allowance                  -             -           -           -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance       $3,476          $412       ($306)     $3,582
                                 ===============================================

At June 30,  2005 and  December  31,  2004,  the  Company  serviced  real estate
mortgage  loans for others of $367 million and $368  million,  respectively.  At
June 30, 2005 and December 31, 2004,  the fair value of the  Company's  mortgage
servicing rights assets was $3,582,000 and $3,568,000, respectively.

Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit,  standby  letters of credit,  and deposit  account  overdraft
privilege. Such financial instruments are recorded when they are funded.

                                      -8-

<PAGE>


Premises and Equipment
Land is carried at cost. Buildings and equipment, including those acquired under
capital  lease,   are  stated  at  cost  less   accumulated   depreciation   and
amortization.  Depreciation  and  amortization  expenses are computed  using the
straight-line  method over the estimated  useful lives of the related  assets or
lease terms.  Asset lives range from 3-10 years for  furniture and equipment and
15-40 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets
Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
goodwill and other intangible assets acquired in a purchase business combination
and determined to have an indefinite useful life are not amortized,  but instead
tested for  impairment at least  annually in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's core deposit intangibles as of June
30, 2005 and December 31, 2004.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------

   Core deposit intangibles        $13,643          -            -     $13,643
   Accumulated amortization         (9,201)         -        ($689)     (9,890)
                                  ----------------------------------------------
   Core deposit intangibles, net    $4,442          -        ($689)     $3,753
                                  ==============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years from December 31, 2004:

                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------

                    2005                               $1,381
                    2006                                1,395
                    2007                                  490
                    2008                                  523
                    2009                                  328
                 Thereafter                               325
                                                       ------
                                                       $4,442
                                                       ======


                                      -9-

<PAGE>


The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of June 30, 2005 and December 31, 2004.


                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966           -            -       $966
                                  ==============================================

Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill intangible as of June 30,
2005 and December 31, 2004.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Goodwill                          15,519          -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  and  equipment,  and  purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

Income Taxes
The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences  that have  been  recognized  in its  financial  statements  or tax
returns.  The  measurement  of  tax  assets  and  liabilities  is  based  on the
provisions of enacted tax laws.

                                      -10-

<PAGE>


Stock-Based Compensation
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue
using the  intrinsic  value  method  or to adopt a fair  value  based  method to
account  for  stock  option  plans.  The fair  value  based  method  results  in
recognizing as expense over the vesting period the fair value of all stock-based
awards on the date of grant.  The  Company  has  elected to  continue to use the
intrinsic value method (see Recent Accounting Pronouncements).

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                           Three Months Ended June 30,      Six Months Ended June 30,
(in thousands, except per share amounts)      2005             2004           2005             2004
                                              ----             ----           ----             ----
<S>                                            <C>              <C>            <C>              <C>
Net income                   As reported    $5,737           $4,847         $10,976           $9,624
                               Pro forma    $5,624           $4,762         $10,777           $9,457
Basic earnings per share     As reported     $0.37            $0.31           $0.70            $0.62
                               Pro forma     $0.36            $0.30           $0.69            $0.61
Diluted earnings per share   As reported     $0.35            $0.30           $0.67            $0.59
                               Pro forma     $0.35            $0.29           $0.66            $0.58
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported        $0               $0              $0               $0
                               Pro forma      $113              $85            $199             $167
</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:
<TABLE>
<CAPTION>

                                                                Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2005       2004       2005     2004
                                                            ------------------    ----------------
<S>                                                            <C>        <C>        <C>      <C>
Net income                                                  $5,737      $4,847    $10,976   $9,624

Average number of common shares outstanding                 15,702      15,640     15,716   15,628
Effect of dilutive stock options                               587         575        612      586
                                                            ------------------    ----------------
Average number of common shares outstanding
   used to calculate diluted earnings per share             16,289      16,215     16,328   16,214
                                                            ==================    ================

</TABLE>
                                      -11-

<PAGE>


Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:
<TABLE>
<CAPTION>


                                             Three months ended June 30,         Six Months Ended June 30,
                                             --------------------------          -------------------------
                                                 2005          2004                 2005           2004
                                             --------------------------          -------------------------
<S>                                              <C>           <C>                  <C>             <C>
(in thousands)
Unrealized holding gains (losses) on
   available-for-sale securities               $1,307       ($7,508)             ($1,926)        ($6,47)
Tax effect                                       (533)        3,098                  810          2,679
                                             --------------------------          -------------------------
Unrealized holding gains (losses) on
   available-for-sale securities, net of tax     $774       ($4,410)             ($1,116)       ($3,798)
                                             ==========================          =========================

</TABLE>

The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:

<TABLE>
<CAPTION>

                                                                      June 30,         December 31,
                                                                        2005               2004
                                                                     -----------------------------
(in thousands)
<S>                                                                    <C>                <C>
Net unrealized (losses) gains on available-for-sale securities         ($919)             $1,007
Tax effect                                                               386                (424)
                                                                     -----------------------------
Unrealized holding (losses) gains on
   available-for-sale securities, net of tax                           ($533)                583
                                                                     -----------------------------
Minimum pension liability                                             (1,559)             (1,559)
Tax effect                                                               624                 624
                                                                     -----------------------------
Minimum pension liability, net of tax                                   (935)               (935)
                                                                     -----------------------------
Accumulated other comprehensive loss                                 ($1,468)              ($352)
                                                                     =============================
</TABLE>

Retirement Plans
The  Company  has  supplemental  retirement  plans  covering  directors  and key
executives.  These  plans  are  non-qualified  defined  benefit  plans  and  are
unsecured and unfunded.  The Company has purchased insurance on the lives of the
participants  and  intends to use the cash  values of these  policies to pay the
retirement obligations.

The following table sets forth the net periodic  benefit cost recognized for the
plans:
<TABLE>
<CAPTION>


                                                                Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2005       2004       2005     2004
                                                              ----       ----       ----     ----
<S>                                                            <C>        <C>        <C>      <C>
Net pension cost included the following components:
Service cost-benefits earned during the period                $105       $117       $209     $151
Interest cost on projected benefit obligation                  135        144        268      248
Amortization of net obligation at transition                    56         (3)       112        5
Amortization of prior service cost                              24         34         48       54
Recognized net actuarial loss                                    1         18          2       55
                                                              -----------------------------------
Net periodic pension cost                                     $321       $310       $639     $513
                                                              ===================================
</TABLE>


During the six months ended June 30, 2005 and 2004, the Company  contributed and
paid out as benefits $269,000 and $265,000,  respectively, to participants under
the plans.  For the year  ending  December  31,  2005,  the  Company  expects to
contribute and pay out as benefits $526,000 to participants under the plans.

                                      -12-

<PAGE>


Recent Accounting Pronouncements
In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  Consolidation of Variable  Interest  Entities (FIN 46R), which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest Entities (VIEs),  which was issued in January
2003.  The Company was  required to apply FIN 46R to variable  interests in VIEs
created after December 31, 2003.  For variable  interests in VIEs created before
January 1, 2004,  the FIN 46R will be applied  beginning on January 1, 2005. For
any VIEs  that must be  consolidated  under  FIN 46R that  were  created  before
January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE
initially  would be  measured  at their  carrying  amounts  with any  difference
between the net amount added to the balance sheet and any previously  recognized
interest being recognized as the cumulative  effect of an accounting  change. If
determining the carrying amounts is not practicable,  fair value at the date FIN
46R  first  applies  may  be  used  to  measure  the  assets,   liabilities  and
noncontrolling interest of the VIE. The Company currently does not have any VIEs
that are within the scope of this Statement.

In December 2003,  FASB issued FASB Statement of Financial  Accounting  Standard
No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits
(SFAS 132 revised),  which prescribes employers' disclosures about pension plans
and other  postretirement  benefit plans;  it does not change the measurement or
recognition  of those  plans.  SFAS  132  retains  and  revises  the  disclosure
requirements  contained in the original  SFAS 132. It also  requires  additional
disclosures about the assets, obligations,  cash flows, and net periodic benefit
cost of defined  benefit pension plans and other  postretirement  benefit plans.
SFAS 132 generally is effective for fiscal years ending after December 15, 2003.
Disclosures  required  by this  standard  are  included  in the  notes  to these
consolidated financial statements.

In December  2004,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all  share-based  payments to  employees,  including  grants of  employee  stock
options, to be recognized in the financial statements based on their fair values
beginning with the first interim  reporting  period of the Company's fiscal year
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
on January 1, 2006.  Under SFAS 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.  The transition methods include  prospective and retroactive  adoption
options.  Under the retroactive option,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
prospective  method  requires  that  compensation  expense be  recorded  for all
unvested stock options at the beginning of the first quarter of adoption of SFAS
123R, while the retroactive  methods would record  compensation  expense for all
unvested  stock options and  restricted  stock  beginning  with the first period
restated.  The Company is evaluating the  requirements  of SFAS 123R and expects
that the adoption of SFAS 123R will not have a material  impact on the Company's
consolidated  results of operations and earnings per share.  The Company has not
yet  determined  the method of adoption or the effect of adopting SFAS 123R, and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under SFAS 123.

In March 2004, the United States Securities and Exchange Commission (SEC) issued
SEC Staff Accounting Bulletin No. 105,  Application of Accounting  Principles to
Loan  Commitments  (SAB 105), which summarizes the views of the staff of the SEC
regarding the application of generally  accepted  accounting  principles to loan
commitments accounted for as derivative  instruments.  SAB 105 provides that the
fair value of recorded loan  commitments  that are accounted for as  derivatives
under SFAS 133,  Accounting for Derivative  Instruments and Hedging  Activities,
should not  incorporate the expected future cash flows related to the associated
servicing of the future  loan.  In addition,  SAB 105  requires  registrants  to
disclose their accounting policy for loan commitments. The provisions of SAB 105
must be  applied  to loan  commitments  accounted  for as  derivatives  that are
entered into after March 31, 2004. The adoption of this accounting  standard did
not have any impact on the Company's  consolidated  financial statements.  there
were no loan  committments  requiring  accounting under this standard as of June
30, 2005.

In December 2003, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of Position No. 03-3,  Accounting  for Certain  Loans or Debt
Securities  Acquired in a Transfer (SOP 03-3),  which  addresses  accounting for
differences  between  the  contractual  cash  flows of  certain  loans  and debt
securities  and the cash  flows  expected  to be  collected  when  loans or debt
securities  are  acquired  in a  transfer  and those cash flow  differences  are
attributable,  at least in part, to credit quality. As such, SOP 03-3 applies to
loans  and  debt  securities  acquired  individually,  in  pools or as part of a
business  combination and does not apply to originated loans. The application of

                                      -13-

<PAGE>

SOP 03-3 limits the  interest  income,  including  accretion  of purchase  price
discounts,  that may be  recognized  for  certain  loans  and  debt  securities.
Additionally,  SOP 03-3 does not allow the excess of contractual cash flows over
cash flows  expected to be collected to be recognized as an adjustment of yield,
loss accrual or valuation  allowance,  such as the  allowance  for possible loan
losses.  SOP 03-3 requires that  increases in expected cash flows  subsequent to
the initial  investment be recognized  prospectively  through  adjustment of the
yield on the  loan or debt  security  over  its  remaining  life.  Decreases  in
expected  cash flows should be recognized  as  impairment.  In the case of loans
acquired  in a  business  combination  where  the  loans  show  signs of  credit
deterioration,  SOP 03-3 represents a significant  change from current  purchase
accounting  practice  whereby  the  acquiree's  allowance  for  loan  losses  is
typically  added  to the  acquirer's  allowance  for  loan  losses.  SOP 03-3 is
effective  for loans  and debt  securities  acquired  by the  Company  beginning
January 1, 2005.  The  adoption of this new  standard is not  expected to have a
material impact on the Company's consolidated financial statements.


Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net  income or total  shareholders'  equity.  Share  and per share  data for all
periods  have been  adjusted to reflect the  2-for-1  stock split  effected as a
stock  dividend  which was paid on April 30, 2004 to  shareholders  of record on
April 9, 2004.




                                      -14-

<PAGE>


                                TRICO BANCSHARES
                                Financial Summary
           (dollars in thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>

                                                       Three months ended            Six months ended
                                                            June 30,                     June 30,
                                                ------------------------------------------------------------
                                                      2005             2004        2005            2004
                                                ------------------------------------------------------------
<S>                                                   <C>              <C>         <C>             <C>
Net Interest Income (FTE)                           $19,361          $17,811     $38,117         $34,958
Provision for loan losses                              (561)          (1,305)       (661)         (1,918)
Noninterest income                                    6,310            6,942      11,637          12,697
Noninterest expense                                 (15,517)         (15,407)    (30,630)        (29,790)
Provision for income taxes (FTE)                     (3,856)          (3,194)     (7,487)         (6,323)
                                                ------------------------------------------------------------
Net income                                           $5,737           $4,847     $10,976          $9,624
                                                ============================================================
Earnings per share2:
    Basic                                             $0.37            $0.31       $0.70           $0.62
    Diluted                                           $0.35            $0.30       $0.67           $0.59
Per share2:
    Dividends paid                                    $0.11            $0.11       $0.22           $0.21
    Book value at period end                          $9.10            $8.20
    Tangible book value at period end                 $7.81            $6.87

Average common shares outstanding2                   15,702           15,640      15,716          15,628
Average diluted shares outstanding2                  16,289           16,215      16,328          16,214
Shares outstanding at period end                     15,684           15,640
At period end:
    Loans, net                                   $1,235,160       $1,063,851
    Total assets                                  1,720,643        1,546,089
    Total deposits                                1,400,177        1,267,352
    Other borrowings                                 27,628           22,866
    Junior subordinated debt                         41,238           41,238
    Shareholders' equity                           $142,768         $128,320
Financial Ratios:
During the period (annualized):
    Return on assets                                  1.37%            1.29%       1.33%           1.31%
    Return on equity                                 16.03%           14.97%      15.43%          14.89%
    Net interest margin1                              5.12%            5.27%       5.12%           5.31%
    Net loan charge-offs to average loans             0.08%            0.03%       0.05%           0.04%
    Efficiency ratio1                                60.45%           62.24%      61.56%          62.51%
At Period End:
    Equity to assets                                  8.30%            8.30%
    Total capital to risk assets                     11.53%           12.40%
    Allowance for losses to loans3                    1.32%            1.44%

</TABLE>

1 Fully taxable equivalent (FTE)
2 Share and per share data for all  periods  have been  adjusted  to reflect the
  2-for-1 stock split paid on April 30, 2004.
3 Allowance  for losses  includes  allowance  for loan  losses and  reserve for
  unfunded commitments.

                                      -15-

<PAGE>


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

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

Critical Accounting Policies and Estimates
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an on-going basis, the Company evaluates
its estimates, including those related to the adequacy of the allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the Consolidated Financial Statements of the Company and the Notes thereto.

Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                    Three months ended        Six months ended
                                          June 30,                 June 30,
                                ------------------------------------------------
                                   2005           2004        2005        2004
                                ------------------------------------------------
Net Interest Income (FTE)        $19,361        $17,811     $38,117    $34,958
Provision for loan losses           (561)        (1,305)       (661)    (1,918)
Noninterest income                 6,310          6,942      11,637     12,697
Noninterest expense              (15,517)       (15,407)    (30,630)   (29,790)
Provision for income taxes (FTE)  (3,856)        (3,194)     (7,487)    (6,323)
                                ------------------------------------------------
Net income                        $5,737         $4,847     $10,976      9,624
                                ================================================

The Company had quarterly  earnings of  $5,737,000,  or $0.35 per diluted share,
for the three  months  ended June 30,  2005.  These  results  represent  a 16.7%
increase from the $0.30 earnings per diluted share reported for the three months
ended June 30, 2004 on earnings of $4,847,000.  The  improvement in results from
the  year-ago  quarter  was  due  to  a  $1,550,000  (8.7%)  increase  in  fully
tax-equivalent  net  interest  income to  $19,361,000,  and a  $744,000  (57.0%)
decrease in provision for loan losses. These contributing factors were partially
offset by a $632,000 (9.1%)  decrease in noninterest  income to $6,310,000 and a
$110,000 (0.7%)  increase in noninterest  expense to $15,517,000 for the quarter
ended June 30, 2005.

The Company  reported  earnings of $10,976,000,  or $0.67 per diluted share, for
the six months ended June 30, 2005.  These  results  represent a 13.6%  increase
from the $0.59 earnings per diluted share reported for the six months ended June
30, 2004 on earnings of $9,624,000. The improvement in results from the year-ago
period was due to a  $3,159,000  (9.0%)  increase  in fully  tax-equivalent  net
interest income to $38,117,000,  and a $1,257,000  (65.5%) decrease in provision
for loan losses to $661,000. These contributing factors were partially offset by
a $1,060,000 (8.3%) decrease in noninterest income to $11,637,000 and a $840,000
(2.8%)  increase in noninterest  expense to $30,630,000 for the six months ended
June 30, 2005.

                                      -16-

<PAGE>


Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):

<TABLE>
<CAPTION>

                                             Three months ended             Six months ended
                                                  June 30,                      June 30,
                                         -------------------------------------------------------
                                              2005         2004             2005         2004
                                         -------------------------------------------------------
     <S>                                      <C>          <C>               <C>          <C>
     Interest income                        $23,910      $20,628          $46,546      $40,540
     Interest expense                        (4,789)      (3,087)          (8,910)      (6,101)
     FTE adjustment                             240          270              481          519
                                         -------------------------------------------------------
        Net interest income (FTE)           $19,361      $17,811          $38,117      $34,958
                                         =======================================================
     Average interest-earning assets     $1,511,668   $1,351,774       $1,487,848   $1,316,403

     Net interest margin (FTE)                5.12%        5.27%            5.12%        5.31%

</TABLE>

The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense in  interest-bearing  liabilities.  Net interest income (FTE) during the
second quarter of 2005 increased  $1,550,000 (8.7%) from the same period in 2004
to  $19,361,000.  The  increase  in  net  interest  income  (FTE)  was  due to a
$159,894,000 (11.8%) increase in average balances of interest-earning  assets to
$1,511,668,000 offset by a 0.15% decrease in net interest margin (FTE) to 5.12%.

Net  interest  income  (FTE)  during  the  first six  months  of 2005  increased
$3,159,000  (9.0%) from the same period in 2004 to $38,117,000.  The increase in
net interest income (FTE) was due to a $171,445,000  (13.0%) increase in average
balances of interest-earning assets to $1,487,848,000 offset by a 0.19% decrease
in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest  and  fee  income  (FTE)  for the  second  quarter  of  2005  increased
$3,252,000  (15.6%)  from the second  quarter of 2004.  The increase was the net
effect of a $159,894,000 (11.8%) increase in average  interest-earning assets to
$1,511,668,000   and  a  0.21%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.39%. The growth in interest-earning assets was due
to a $179,636,000  (17.5%)  increase in average loan balances to  $1,209,061,000
that was  partially  offset by a  decrease  of  $20,790,000  (6.5%)  in  average
balances of  investments to  $301,135,000.  The increase in the yield on average
interest-earning  assets  was  mainly  due  to a  0.41%  increase  in  yield  on
investments  to  4.57%  as the  yield on loans  increased  0.03% to  6.85%.  The
relative flatness in yield in loans from the year-ago  quarter,  despite a 2.25%
increase  in the  prime  rate  from June 30,  2004 to June 30,  2005,  is due to
long-term rates having generally held steady or fallen over this period, and new
prime based loans such as home equity lines of credit  being  offered at spreads
to the prime  rate that are lower  than they were in the  year-ago  period.  The
increase in yields on investments was mainly due to maturities of  shorter-term,
lower yielding investments.

Interest and fee income  (FTE) for the six months ended June 30, 2005  increased
$5,968,000 (14.5%) from the same period of 2004. The increase was the net effect
of a  $171,445,000  (13.0%)  increase  in  average  interest-earning  assets  to
$1,487,848,000   and  a  0.08%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.32%. The growth in interest-earning assets was due
to a $187,941,000  (18.8%)  increase in average loan balances to  $1,188,050,000
that was  partially  offset by a  decrease  of  $15,121,000  (4.8%)  in  average
balances of  investments to  $298,758,000.  The increase in the yield on average
interest-earning  assets  was  mainly  due  to a  0.23%  increase  in  yield  on
investments  to  4.54%  as the  yield on loans  decreased  0.09% to  6.77%.  The
decrease in yield in loans from the year-ago period, despite a 2.25% increase in
the prime rate from June 30, 2004 to June 30, 2005,  is due to  long-term  rates
having  generally  held steady or fallen over this  period,  and new prime based
loans such as home equity lines of credit being  offered at spreads to the prime
rate that are lower  than they were in the  year-ago  period.  The  increase  in
yields on  investments  was  mainly due to  maturities  of  shorter-term,  lower
yielding investments.

                                      -17-

<PAGE>

Interest Expense
Interest  expense  increased  $1,702,000  (55.1%)  to  $4,789,000  in the second
quarter  of 2005  compared  to the  year-ago  quarter.  The  average  balance of
interest-bearing  liabilities increased $101,654,000 (9.4%) to $1,186,109,000 in
the second quarter compared to the year-ago quarter. The increase in the average
balance of  interest-bearing  liabilities was  concentrated in time deposits (up
$101,015,000  or 37.4%),  interest-bearing  demand  deposits (up  $11,538,000 or
5.0%),  and junior  subordinated  debt (up  $18,557,000  or 81.8%).  The average
balance  of  Federal  funds  purchased  was down  $23,221,000  (41.7%)  from the
year-ago  quarter.  In  addition,  the  average  balance of  noninterest-bearing
deposits increased  $53,598,000  (19.9%) from the year-ago quarter.  The average
rate paid on  interest-bearing  liabilities  in the quarter  ended June 30, 2005
increased 0.48% to 1.62% compared to the year-ago quarter. The average rate paid
for all  categories  of  interest-bearing  liabilities  except other  borrowings
increased  from the  average  rate paid in the  year-ago  quarter as a result of
general market interest rate changes.

Interest expense increased  $2,809,000  (46.0%) to $8,910,000 for the six months
ended June 30, 2005 compared to $6,101,000 in the year-ago  period.  The average
balance  of  interest-bearing  liabilities  increased  $116,741,000  (11.1%)  to
$1,168,057,000  for the six months ended June 30, 2005  compared to the year-ago
period.  The increase in  interest-bearing  liabilities was concentrated in time
deposits (up $80,110,000 or 29.6%), and junior subordinated debt (up $19,588,000
or 90.5%).  In addition,  for the six months  ended June 30,  2005,  the average
balance of  noninterest-bearing  deposits increased $47,129,000 (17.5%) from the
year-ago period.  The average rate paid on  interest-bearing  liabilities in the
six month period ended June 30, 2005  increased  0.37% to 1.53%  compared to the
year-ago period as a result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Six months ended
                                        June 30,                   June 30,
                                   ---------------------------------------------
                                    2005         2004         2005         2004
                                   ---------------------------------------------

Yield on interest-earning assets    6.39%        6.18%        6.32%        6.24%
Rate paid on interest-bearing
     Liabilities                    1.62%        1.14%        1.53%        1.16%
                                   ---------------------------------------------
     Net interest spread            4.77%        5.04%        4.79%        5.08%
Impact of all other net
     noninterest-bearing funds      0.35%        0.23%        0.33%        0.23%
                                   ---------------------------------------------
        Net interest margin         5.12%        5.27%        5.12%        5.31%
                                   =============================================

Net interest  margin in the second quarter of 2005  decreased  0.15% compared to
the second quarter of 2004.  This decrease in net interest margin was mainly due
to  essentially  no  increase  in average  yield on loans,  a 0.41%  increase in
average  yield on  investments,  and 0.48%  increase in the average rate paid on
interest-bearing   liabilities.   As  a  result,  the  average  yield  on  total
interest-earning  assets  increased  only 0.21%,  while the average rate paid on
interest-bearing liabilities increased 0.48%.

Net  interest  margin for the six months  ended June 30,  2005  decreased  0.19%
compared to the six months  ended June 30, 2004.  This  decrease in net interest
margin was mainly due to a 0.09%  decrease  in average  yield on loans,  a 0.23%
increase in average yield on investments, and 0.37% increase in the average rate
paid on  interest-bearing  liabilities.  As a result, the average yield on total
interest-earning  assets  increased  only 0.08%,  while the average rate paid on
interest-bearing liabilities increased 0.37%.



                                      -18-

<PAGE>

Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-earning  assets  and
resulting  yields,  and the amount of interest expense paid on  interest-bearing
liabilities.  Average loan balances include nonperforming loans. Interest income
includes  proceeds  from  loans on  nonaccrual  loans  only to the  extent  cash
payments have been received and applied to interest income. Yields on securities
and  certain  loans have been  adjusted  upward to reflect  the effect of income
thereon  exempt from federal income  taxation at the current  statutory tax rate
(dollars in thousands).

<TABLE>
<CAPTION>

                                                          For the three months ended
                                       ----------------------------------------------------------------
                                               June 30, 2005                     June 30, 2004
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,209,061  $20,701    6.85%     $1,029,425 $17,551     6.82%
Investment securities - taxable           268,213    2,785    4.15%        287,058   2,638     3.68%
Investment securities - nontaxable         32,922      654    7.95%         34,870     708     8.12%
Federal funds sold                          1,472       10    2.72%            421       1     0.95%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,511,668   24,150    6.39%      1,351,774  20,898     6.18%
Other assets                              167,985  --------                153,487 --------
                                       ----------                       ----------
Total assets                           $1,679,653                       $1,505,261
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $241,416      121    0.20%       $229,878     105     0.18%
Savings deposits                          471,709      869    0.74%        482,796     857     0.71%
Time deposits                             371,491    2,627    2.83%        270,476   1,425     2.11%
Federal funds purchased                    32,553      249    3.06%         55,754     150     1.08%
Other borrowings                           27,702      329    4.75%         22,870     320     5.60%
Junior subordinated debt                   41,238      594    5.76%         22,681     230     4.06%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,186,109    4,789    1.62%      1,084,455   3,087     1.14%
Noninterest-bearing deposits              322,920  --------                269,322 --------
Other liabilities                          27,428                           22,003
Shareholders' equity                      143,196                          129,481
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,679,653                       $1,505,261
                                       ==========                       ==========
Net interest spread(1)                                        4.77%                            5.04%
Net interest income and interest margin(2)         $19,361    5.12%                $17,811     5.27%
                                                   =================               ====================

</TABLE>

 (1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.



                                      -19-

<PAGE>
<TABLE>
<CAPTION>

                                                           For the six months ended
                                       ----------------------------------------------------------------
                                               June 30, 2005                     June 30, 2004
                                       -----------------------------    -------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
<S>                                       <C>        <C>       <C>          <C>      <C>        <C>
Assets:
Loans                                  $1,188,050  $40,228    6.77%     $1,000,109 $34,290     6.86%
Investment securities - taxable           266,114    5,475    4.11%        278,708   5,359     3.85%
Investment securities - nontaxable         32,644    1,310    8.03%         35,171   1,399     7.96%
Federal funds sold                          1,040       14    2.69%          2,415      11     0.91%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,487,848   47,027    6.32%      1,316,403  41,059     6.24%
Other assets                              166,392  --------                156,704 --------
                                       ----------                       ----------
0Total assets                          $1,654,240                       $1,473,107
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $240,349      242    0.20%       $226,193     205     0.18%
Savings deposits                          477,085    1,739    0.73%        475,268   1,764     0.74%
Time deposits                             350,917    4,721    2.69%        270,807   2,867     2.12%
Federal funds purchased                    30,561      421    2.76%         34,523     184     1.07%
Other borrowings                           27,907      656    4.70%         22,875     640     5.60%
Junior subordinated debt                   41,238    1,131    5.49%         21,650     441     4.07%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,168,057    8,910    1.53%      1,051,316   6,101     1.16%
Noninterest-bearing deposits              316,949  --------                269,820 --------
Other liabilities                          27,004                           22,664
Shareholders' equity                      142,230                          129,307
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,654,240                       $1,473,107
                                       ==========                       ==========
Net interest spread(1)                                        4.79%                            5.08%
Net interest income and interest margin(2)         $38,117    5.12%                $34,958     5.31%
                                                   =================               ====================

</TABLE>

 (1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.





                                      -20-

<PAGE>


Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income (FTE)
and  interest  expense  from  changes in average  asset and  liability  balances
(volume)  and  changes  in average  interest  rates for the  periods  indicated.
Changes  not  solely  attributable  to volume or rates  have been  allocated  in
proportion to the respective volume and rate components (dollars in thousands).

                                             Three months ended June 30, 2005
                                                compared with three months
                                                    ended June 30, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $3,063        $87      $3,150
Investment securities                           (216)       309          93
Federal funds sold                                 2          7           9
                                             ---------------------------------
   Total interest-earning assets               2,849        403       3,252
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   5         11          16
Savings deposits                                 (20)        32          12
Time deposits                                    533        669       1,202
Federal funds purchased                          (63)       162          99
Other borrowings                                  68        (59)          9
Junior subordinated debt                         188        176         364
                                             ---------------------------------
   Total interest-bearing liabilities            711        991       1,702
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $2,138      ($588)     $1,550
                                             =================================


                                              Six months ended June 30, 2005
                                                 compared with six months
                                                    ended June 30, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $6,446      ($508)     $5,938
Investment securities                           (326)       353          27
Federal funds sold                                (6)         9           3
                                             ---------------------------------
   Total interest-earning assets               6,114       (146)      5,968
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  13         24          37
Savings deposits                                   7        (32)        (25)
Time deposits                                    849      1,005       1,854
Federal funds purchased                          (21)       258         237
Other borrowings                                 141       (125)         16
Junior subordinated debt                         399        291         690
                                             ---------------------------------
   Total interest-bearing liabilities          1,388      1,421       2,809
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $4,726    ($1,567)     $3,159
                                             =================================


                                      -21-

<PAGE>


Provision for Loan Losses
The Company provided $561,000 for loan losses in the second quarter of 2005
versus $1,305,000 in the second quarter of 2004. During the second quarter of
2005, the Company recorded $232,000 of net loan charge offs versus $69,000 of
net loan charge-offs in the year earlier quarter.

The Company provided $661,000 for loan losses during the six months ended June
30, 2005 versus $1,918,000 during the six months ended June 30, 2004. During the
six months ended June 30, 2005, the Company recorded $294,000 of net loan
charge-offs versus $194,000 of net loan charge-offs in the year earlier
six-month period.

Noninterest Income
The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).

<TABLE>
<CAPTION>

                                                 Three months ended             Six months ended
                                                      June 30,                      June 30,
                                               ----------------------------------------------------
                                                 2005          2004            2005          2004
                                               ----------------------------------------------------
     <S>                                          <C>           <C>             <C>           <C>
     Service charges on deposit accounts        $3,342        $3,407          $6,376        $6,604
     ATM fees and interchange                      781           665           1,493         1,246
     Other service fees                            520           484           1,004           947
     Amortization of mortgage servicing rights    (138)         (216)           (306)         (406)
     Recovery of mortgage servicing
       rights valuation allowance                    -           570               -           600
     Gain on sale of loans                         429           433             721         1,058
     Commissions on sale of
       nondeposit investment products              660           587           1,192         1,129
     Gain on sale of other real estate               -           182               -           182
     Increase in cash value of life insurance      400           432             620           864
     Other noninterest income                      316           398             537           473
                                               ----------------------------------------------------
     Total noninterest income                   $6,310        $6,942         $11,637       $12,697
                                               ====================================================

</TABLE>

Noninterest  income for the second quarter of 2005 decreased  $632,000 (9.1%) to
$6,310,000 from $6,942,000 in the year-ago quarter.  Included in the results for
the quarter  ended June 30, 2004 was a $570,000  recovery of mortgage  servicing
rights valuation allowance, and $182,000 from gain on sale of other real estate.
Excluding  these items,  noninterest  income for the quarter ended June 30, 2004
would have been  $6,190,000,  and the $6,310,000 of  noninterest  income for the
quarter ended June 30, 2005 would have represented a $120,000 (1.9%) increase.

Noninterest  income for the six months ended June 30, 2005 decreased  $1,060,000
(8.4%) to $11,637,000 from  $12,697,000 in the same period in 2004.  Included in
the  results for the six months  ended June 30, 2004 was a $600,000  recovery of
mortgage servicing rights valuation allowance, and $182,000 from gain on sale of
other real estate.  Excluding these items, noninterest income for the six months
ended  June 30,  2004  would  have  been  $11,915,000,  and the  $11,637,000  of
noninterest income for the six months ended June 30, 2005 would have represented
a $278,000 (2.3%) decrease. For the six months ended June 30, 2005, gain on sale
of loans decreased  $337,000  (31.9%) to $721,000  compared to $1,058,000 in the
year-ago period.

                                      -22-

<PAGE>

Noninterest Expense
The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).

<TABLE>
<CAPTION>

                                             Three months ended             Six months ended
                                                  June 30,                      June 30,
                                            ----------------------------------------------------
                                              2005          2004           2005           2004
                                            ----------------------------------------------------
     <S>                                       <C>           <C>            <C>            <C>
     Salaries & benefits                     $8,408        $8,440         $16,777       $16,607
     Equipment                                1,076           913           2,069         1,850
     Occupancy                                1,006         1,004           1,986         1,947
     Telecommunications                         409           421             793           796
     Data processing and software               409           400             783           783
     ATM network charges                        408           325             779           620
     Intangible amortization                    346           342             689           673
     Advertising and marketing                  335           234             677           425
     Courier service                            290           269             568           531
     Professional fees                          274           598             681         1,107
     Postage                                    234           235             471           467
     Assessments                                 77            73             153           145
     Operational losses                          46           112              72           152
     Other                                    2,199         2,041           4,132         3,687
                                            ----------------------------------------------------
     Total                                  $15,517       $15,407         $30,630       $29,790
                                            ====================================================
     Average full time equivalent staff         573           539             569           536
     Noninterest expense to revenue (FTE)    60.45%        62.24%          61.56%        62.51%

</TABLE>

Noninterest  expense for the second quarter of 2005 increased $110,000 (0.7%) to
$15,517,000  from  $15,407,000  in the second  quarter of 2004.  The increase in
noninterest  expense was the result of a $32,000  (0.4%)  decrease in salary and
benefit  expense  to  $8,408,000  offset by a  $142,000  net  increase  in other
noninterest expense categories.  The decrease in salary and benefits expense was
the net result of annual salary  increases,  new  employees  from the opening of
de-novo  branches in Woodland  (November  2004),  and Lincoln  (February  2005),
offset by reduced  incentive  commissions,  overtime,  and workers  compensation
expense.  Included in the  $142,000  net  increase in other  noninterest  income
categories  was a  $101,000  increase  in  advertising  expense,  and a $324,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Noninterest  expense for the first six months of 2005 increased  $840,000 (2.8%)
to $30,630,000 from $29,790,000 in the first six months of 2004. The increase in
noninterest  expense was due to a $170,000 (1.0%) increase in salary and benefit
expense to $16,777,000 and a $670,000 net increase in other noninterest  expense
categories.  The increase in salary and  benefits  expense was the net result of
annual salary increases,  and new employees from the opening of de-novo branches
in Woodland  (November  2004),  and Lincoln  (February  2005) that was partially
offset by reduced  incentive  commissions,  overtime,  and workers  compensation
expense.  Included in the  $670,000  net  increase in other  noninterest  income
categories  was a  $252,000  increase  in  advertising  expense,  and a $426,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Provision for Income Tax
The  effective  tax rate for the three  months ended June 30, 2005 was 38.7% and
reflects an increase  from 37.6% for the three months  ended June 30, 2004.  The
effective tax rate for the six months ended June 30, 2005 was 39.0% and reflects
an increase from 37.6% for the six months ended June 30, 2004. The provision for
income  taxes  for  all  periods  presented  is  primarily  attributable  to the
respective  level  of  earnings  and  the  incidence  of  allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

                                      -23-

<PAGE>


Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated  (dollars
in thousands):

                               At June 30, 2005           At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $13,849   $7,499  $6,350    $22,337   $9,436  $12,901
Other classified assets          -        -       -          -        -        -
                           -----------------------------------------------------
Total classified assets    $13,849   $7,499  $6,350    $22,337  $9,436   $12,901
                           =====================================================
Allowance for losses/classified loans        260.8%                       124.5%
Allowance for loan losses/classified loans   234.5%                       112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies  and its  government-sponsored  agencies  at June 30,  2005,  decreased
$6,551,000 (50.8%) to $6,350,000 from $12,901,000 at December 31, 2004.

Nonperforming Loans
Loans are reviewed on an  individual  basis for  reclassification  to nonaccrual
status when any one of the following  occurs:  the loan becomes 90 days past due
as to  interest  or  principal,  the full and timely  collection  of  additional
interest or principal becomes  uncertain,  the loan is classified as doubtful by
internal credit review or bank regulatory  agencies,  a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers  continue to repay
the  loans as  scheduled  are  classified  as  "performing  nonaccrual"  and are
included  in  total  nonperforming  loans.  The  reclassification  of  loans  as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers  will  be  unable  to  meet  contractual   principal  and/or  interest
obligations,  unless the loan is well secured and in the process of  collection.
When a loan is placed on nonaccrual,  any previously accrued but unpaid interest
is  reversed.  Income on such loans is then  recognized  only to the extent that
cash is received  and where the future  collection  of  principal  is  probable.
Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with  respect to interest and  principal  and when,  in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
six  months,  ended  June 30,  2005,  if all such  loans  had  been  current  in
accordance with their original terms, totaled $479,000. Interest income actually
recognized  on these  loans  during  the six  months  ended  June  30,  2005 was
$385,000.

The  Company's  policy is to place loans 90 days or more past due on  nonaccrual
status.  In some instances  when a loan is 90 days past due Management  does not
place  it on  nonaccrual  status  because  the loan is well  secured  and in the
process of  collection.  A loan is considered to be in the process of collection
if, based on a probable  specific  event,  it is expected  that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal  property,  the loan is classified as other assets
on the Company's consolidated financial statements.

Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

                                      -24-

<PAGE>


As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, decreased $1,984,000 (40.4%) to $2,922,000 during the first six months
of 2005. Nonperforming assets net of guarantees represent 0.17% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.

<TABLE>
<CAPTION>

 (dollars in thousands):
                                                   At June 30, 2005           At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
<S>                                             <C>       <C>      <C>       <C>      <C>      <C>
Performing nonaccrual loans                    $9,726   $7,170   $2,556    $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                   432       68      364      1,418     174    1,244
                                              ------------------------------------------------------
Total nonaccrual loans                         10,158    7,238    2,920     12,461   7,616    4,845
Loans 90 days past due and still accruing           2                 2         61       -       61
                                              ------------------------------------------------------
Total nonperforming loans                      10,160    7,238    2,922     12,522   7,616    4,906
Other real estate owned                             -        -        -          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $10,160   $7,238   $2,922    $12,522  $7,616   $4,906
                                              ======================================================
Nonperforming loans/total loans                                   0.23%                       0.42%
Nonperforming assets/total assets                                 0.17%                       0.30%
Allowance for losses/nonperforming loans                           567%                        327%
Allowance for loan losses/nonperforming loans                      510%                        296%

</TABLE>

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

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

The Company's method for assessing the appropriateness of the allowance for loan
losses and the reserve for unfunded commitments includes specific allowances for
identified problem loans and leases as determined by SFAS 114, formula allowance
factors for pools of credits, and allowances for changing  environmental factors
(e.g., interest rates, growth, economic conditions, etc.). Allowance factors for
loan  pools are based on the  previous 5 years  historical  loss  experience  by
product type.  Allowances  for specific  loans are based on SFAS 114 analysis of
individual   credits.   Allowances  for  changing   environmental   factors  are
Management's  best estimate of the probable impact these changes have had on the
loan  portfolio as a whole.  This process is explained in detail in the notes to
the  Company's  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

                                      -25-

<PAGE>


Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $16,563,000  at June 30,  2005,  are  adequate to absorb
probable losses  inherent in the Company's loan  portfolio.  No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

The following tables summarize the activity in the allowance for loan losses,
reserve for unfunded commitments, and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded commitments) for
the periods indicated (dollars in thousands):
<TABLE>
<CAPTION>

                                            Three months ended            Six months ended
                                                  June 30,                    June 30,
                                         ---------------------------------------------------
                                           2005          2004            2005          2004
                                         ---------------------------------------------------
<S>                                         <C>           <C>             <C>           <C>
         Allowance for loan losses:
     Balance at beginning of period      $14,563       $13,377         $14,525       $12,890
     Provision for loan losses               561         1,305             661         1,918
     Loans charged off                      (513)         (178)           (808)         (366)
     Recoveries of previously
       charged-off loans                     281           109             514           171
                                         ---------------------------------------------------
       Net charge-offs                      (232)          (69)           (294)        (194)
                                         ---------------------------------------------------
     Balance at end of period            $14,892       $14,613          $14,892     $14,613
                                         ===================================================
     Reserve for unfunded commitments:
     Balance at beginning of period       $1,632          $920          $1,532          $883
     Provision for losses -
       Unfunded commitments                   39            (4)            139            33
                                         ---------------------------------------------------
     Balance at end of period                $1,671       $916          $1,671          $916
                                         ===================================================
     Balance at end of period:
     Allowance for loan losses                                         $14,892       $14,613
     Reserve for unfunded commitments                                    1,671           916
                                                                       ---------------------
     Allowance for losses                                              $16,563       $15,529
                                                                       =====================
     As a percentage of total loans:
     Allowance for loan losses                                           1.19%          1.36%
     Reserve for unfunded commitments                                    0.13%          0.08%
     Allowance for losses                                                1.32%          1.44%

</TABLE>

Capital Resources
The  current  and  projected  capital  position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

On March 11, 2004, the Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions  allow.  As of June 30,  2005,  the Company had  repurchased  341,100
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 158,900 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$142,768,000 at June 30, 2005. This amount  represents an increase of $4,636,000
from December 31, 2004, the net result of comprehensive income of $9,860,000 for
the  period  and  $689,000  reflecting  the  issuance  of common  shares via the
exercise of stock  options,  partially  offset by  $2,451,000  to  repurchase of
common stock and dividends paid of $3,462,000.  The Company's ratio of equity to
total assets was 8.30%, 8.30%, and 8.49% as of June 30, 2005, June 30, 2004, and
December 31, 2004, respectively.

                                      -26-

<PAGE>

The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:

                                   At June 30,         At            Minimum
                               ---------------     December 31,    Regulatory
                               2005       2004        2004         Requirement
                               -------------------------------------------------
     Tier I Capital            10.46%     10.93%     10.67%           4.00%
     Total Capital             11.53%     12.40%     11.86%           8.00%
     Leverage ratio             9.81%      9.73%      9.86%           4.00%

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly  impact operating results. As of June 30,
2005 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were $492,402,000 and $445,054,000 at June 30, 2005
and December  31, 2004,  respectively,  and  represent  39.3% of the total loans
outstanding  at June 30, 2005 versus  38.0% at December  31,  2004.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,565,000
and $28,815,000 at June 30, 2005 and December 31, 2004, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:
<TABLE>
<CAPTION>

                                                              Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                   ------------------------------------------------------------
<S>                                                  <C>           <C>         <C>           <C>            <C>
Federal funds purchased                            $46,400      $46,400            -            -            -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                    20,000            -            -      $20,000            -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                       1,500            -            -        1,500            -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                      1,000            -            -       $1,000            -
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                            344            -            -          344            -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005   5,308        5,308            -            -            -
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033         20,619            -            -            -      $20,619
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034             20,619            -            -            -       20,619
Operating lease obligations                          6,806        1,327       $2,202        1,662        1,615
Deferred compensation plans(1)                       1,544          262          462          427          393
Supplemental retirement plans(1)                     4,996          488          956          926        2,626
Employment agreements                                  233          115          118            -            -
                                                  ------------------------------------------------------------
Total contractual obligations                     $129,369      $53,900       $3,738      $25,859      $45,872
                                                  ============================================================
</TABLE>

(1)These amounts represent known certain payments to participants under the
Company's deferred compensation and supplemental retirement plans.

                                      -27-

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management
The goal for managing the assets and  liabilities  of the Company is to maximize
shareholder  value and earnings while  maintaining a high quality  balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall  responsibility  for the  Company's  interest  rate risk  management
policies.  The Company has an Asset and Liability  Management  Committee  (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending,  accepting and placing  deposits,  investing in securities  and issuing
debt.   Interest  rate  risk  is  the  primary  market  risk   associated   with
asset/liability  management.  Sensitivity  of earnings to interest  rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest  costs on  liabilities.  To mitigate  interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest  rates on assets and  liabilities  are  correlated and contribute to
earnings  even in  periods  of  volatile  interest  rates.  The  asset/liability
management  policy  sets  limits on the  acceptable  amount of  variance  in net
interest margin,  net income and market value of equity under changing  interest
environments.  Market value of equity is the net present value of estimated cash
flows from the Company's  assets,  liabilities and off-balance  sheet items. The
Company uses simulation  models to forecast net interest margin,  net income and
market value of equity.

Simulation of net interest  margin,  net income and market value of equity under
various  interest  rate  scenarios is the primary tool used to measure  interest
rate risk. Using computer-modeling  techniques,  the Company is able to estimate
the potential  impact of changing  interest  rates on net interest  margin,  net
income and market value of equity.  A balance sheet  forecast is prepared  using
inputs  of  actual  loan,   securities  and  interest-bearing   liability  (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest  margin and net income under various  interest
rate scenarios,  the forecast balance sheet is processed  against seven interest
rate  scenarios.  These  seven  interest  rate  scenarios  include  a flat  rate
scenario,  which assumes  interest  rates are  unchanged in the future,  and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point  increments.  These ramp scenarios  assume that
interest  rates  increase  or  decrease  evenly  (in a  "ramp"  fashion)  over a
twelve-month period and remain at the new levels beyond twelve months.

In the  simulation  of  market  value of  equity  under  various  interest  rate
scenarios,  the forecast balance sheet is processed  against seven interest rate
scenarios.  These seven interest rate  scenarios  include the flat rate scenario
described  above,  and six additional rate shock scenarios  ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments.  These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At June 30, 2005, the results of the simulations noted above indicate that given
a "flat"  balance sheet  scenario,  and if deposit rates track general  interest
rate changes by  approximately  50%,  the  Company's  balance  sheet is slightly
liability sensitive.  "Liability  sensitive" implies that earnings decrease when
interest rates rise, and increase when interest rates decrease. The magnitude of
all the simulation  results noted above is within the Bank's policy  guidelines.
The asset liability  management policy limits aggregate market risk, as measured
in this  fashion,  to an  acceptable  level  within the  context of  risk-return
trade-offs.

The simulation  results noted above do not incorporate  any management  actions,
which might  moderate the negative  consequences  of interest  rate  deviations.
Therefore,  they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At June 30, 2005 and 2004, the Company had no derivative financial instruments.

                                      -28-

<PAGE>


Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment  securities available for sale. At June 30, 2005, federal
funds sold and investment  securities  available for sale totaled  $289,137,000,
representing  an increase of  $3,124,000  (1.1%) from  December 31, 2004,  and a
decrease of  $13,204,000  (4.4%) from June 30, 2004.  In  addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during  the first six  months of 2005  generated  cash flows from
operations of $13,949,000 compared to $10,469,000 during the first six months of
2004. Additional cash flows may be provided by financing  activities,  primarily
the acceptance of deposits and borrowings  from banks.  Maturities of investment
securities produced cash inflows of $29,064,000 during the six months ended June
30, 2005 compared to $41,225,000 for the six months ended June 30, 2004.  During
the six  months  ended June 30,  2005,  the  Company  invested  $34,538,000  and
$77,379,000  in  securities  and net  loan  growth,  respectively,  compared  to
$39,580,000  and  $97,418,000 in securities  and net loan growth,  respectively,
during  the first six  months of 2004.  These  changes  in  investment  and loan
balances  contributed  to net cash used for investing  activities of $86,482,000
during  the six  months  ended  June 30,  2005,  compared  to net cash  used for
investing  activities of $98,021,000  during the six months ended June 30, 2004.
Financing  activities  provided  net cash of  $82,018,000  during the six months
ended June 30, 2005,  compared to net cash  provided by financing  activities of
$72,135,000  during the six months  ended June 30,  2004.  Increases  in deposit
balances and Federal funds borrowed accounted for $51,344,000 and $36,600,000 of
financing sources of funds,  respectively,  during the six months ended June 30,
2005,  compared to increases in deposit  balances and Federal funds  borrowed of
$30,529,000 and $26,500,000,  respectively, during the six months ended June 30,
2004. The Company raised $20,619,000 through the issuance of junior subordinated
debt during the six months ended June 30, 2004.  Dividends paid used  $3,462,000
and  $3,275,000  of cash during the six months  ended June 30, 2005 and June 30,
2004, respectively. Repurchase of common stock used $2,451,000 and $2,793,000 of
cash during the six months ended June 30, 2005 and June 30, 2004,  respectively.
Also, the Company's  liquidity is dependent on dividends received from the Bank.
Dividends from the Bank are subject to certain regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as  of  June  30,  2005  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the first six  months of 2005  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                      -29-

<PAGE>


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions;  all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the second  quarter of 2005 pursuant to the Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 2004,  which is discussed in more detail under "Capital  Resources" in
this report:

<TABLE>
<CAPTION>

Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                      <C>                  <C>
April 1-30, 2005         57,000         $20.55                   57,000              206,600
May 1-31, 2005                -              -                        -              206,600
June 1-30, 2005          47,700         $20.81                   47,700              158,900
-----------------------------------------------------------------------------------------------------------
Total                   104,700         $20.67                  104,700              158,900

</TABLE>

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

(a) The Company's  Annual Meeting of Shareholders  was held on May 24, 2005.

(b) and (c) The following ten directors were elected at the meeting:

                                 Votes For  Votes Against/Withheld   Abstentions
                                ----------  ----------------------   -----------
      William J. Casey          13,058,602           337,668              -
      Donald J. Amaral          13,025,292           370,978              -
      Craig S. Compton          13,042,413           353,857              -
      John S.A. Hasbrook        13,027,409           368,861              -
      Michael W. Koehnen        13,048,382           347,888              -
      Donald E. Murphy          11,222,340         2,173,930              -
      Steve G. Nettleton        13,062,037           334,233              -
      Richard P. Smith          13,042,311           353,959              -
      Carroll R. Taresh         12,731,369           664,901              -
      Alex A. Vereschagin, Jr.  13,036,991           359,279              -

The  shareholders  approved an amendment to the Company's 2001 stock option plan
to (i)  provide  that annual  grants of stock  options to  directors  upon their
re-election or appointment  as Board  chairman or audit  committee  chairman may
continue  to occur  through  2008  and  (ii)  eliminate  the  mandatory  vesting
schedules for options  granted to directors  and instead allow the  compensation
and management succession committee to determine the vesting schedule. 9,570,188
shares were voted for  approval,  998,085  shares were voted against and 357,254
shares abstained.

The  shareholders  ratified the  appointment of KPMG LLP as  independent  public
accountants  of the  Company  for 2005.  13,103,976  shares  were  voted for the
ratification, 63,213 shares were voted against and 229,081 shares abstained.

                                      -30-

<PAGE>

Item 6 - Exhibits

     3.1*      Restated  Articles of  Incorporation  dated May 9, 2003, filed as
               Exhibit  3.1 to  TriCo's  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2003.

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form S-4  Registration  Statement  dated January 16, 2003
               (No. 333-102546).

     4*        Certificate of  Determination  of Preferences of Series AA Junior
               Participating  Preferred  Stock  filed as Exhibit  3.3 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001.

    10.1*      Rights  Agreement  dated June 25, 2001,  between TriCo and Mellon
               Investor  Services  LLC filed as  Exhibit 1 to  TriCo's  Form 8-A
               dated July 25, 2001.

    10.2*      Form of Change of Control Agreement dated July 20, 2004,  between
               TriCo  and each of Craig  Carney,  Gary  Coelho,  W.R.  Hagstrom,
               Andrew  Mastorakis,  Rick  Miller,  Richard  O'Sullivan,   Thomas
               Reddish,  and Ray Rios filed as Exhibit 10.2 to TriCo's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

    10.3*      TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
               to TriCo's Form S-8 Registration Statement dated January 18, 1995
               (No. 33-88704).

    10.4*      TriCo's  Non-Qualified  Stock Option Plan filed as Exhibit 4.2 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

    10.5*      TriCo's  Incentive  Stock  Option  Plan filed as  Exhibit  4.3 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

    10.6*      TriCo's 1995 Incentive  Stock Option Plan filed as Exhibit 4.1 to
               TriCo's  Form S-8  Registration  Statement  dated August 23, 1995
               (No. 33-62063).

    10.7       TriCo's 2001 Stock Option Plan, as amended.

    10.8*      Employment  Agreement between TriCo and Richard Smith dated April
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

    10.9*      Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1, 1987,  as restated  April 1, 1992,  and amended and
               restated effective as of January 1, 2004 filed as Exhibit 10.9 to
               TriCo's  Quarterly Report on Form 10-Q for the quarter ended June
               30, 2004.

    10.10*     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective April 1, 1992, as amended and restated  effective as of
               January  1, 2004  filed as  Exhibit  10.10 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

    10.11*     Amendments to Tri Counties Bank Executive  Deferred  Compensation
               Plan referenced at Exhibit 10.9,  effective as of January 1, 2005
               filed as Exhibit 10.11 to TriCo's  Annual Report on Form 10-K for
               the year ended December 31, 2004.

                                      -31-

<PAGE>

    10.12*     Amendments to Tri Counties Bank  Deferred  Compensation  Plan for
               Directors referenced at Exhibit 10.10, effective as of January 1,
               2005 filed as Exhibit 10.12 to TriCo's Annual Report on Form 10-K
               for the year ended December 31, 2004.

    10.13*     Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated September 1, 1987, as restated January 1, 2001, and amended
               and  restated  January 1, 2004 filed as Exhibit  10.12 to TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.14*     2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.15*     Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987, as amended and restated  January 1,
               2004 filed as Exhibit 10.14 to TriCo's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 2004.

    10.16*     2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.17*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties  Bank and each of George  Barstow,  Dan Bay,
               Ron Bee, Craig Carney,  Robert Elmore, Greg Gill, Richard Miller,
               Andrew Mastorakis,  Richard  O'Sullivan,  Thomas Reddish,  Jerald
               Sax,  and  Richard  Smith,  filed as  Exhibit  10.14  to  TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

    10.18*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties Bank and each of Don Amaral,  William Casey,
               Craig Compton, John Hasbrook,  Michael Koehnen, Wendell Lundberg,
               Donald Murphy,  Carroll  Taresh,  and Alex  Vereshagin,  filed as
               Exhibit  10.15 to TriCo's  Quarterly  Report on Form 10-Q for the
               quarter ended September 30, 2003.

    10.19*     Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig  Carney,   Andrew  Mastorakis,   Richard  Miller,   Richard
               O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

    10.20*     Form of  Tri-Counties  Bank  Director  Long Term  Care  Agreement
               effective June 10, 2003 between Tri Counties Bank and each of Don
               Amaral,  William  Casey,  Craig Compton,  John Hasbrook,  Michael
               Koehnen,  Donald Murphy,  Carroll Taresh,  and Alex  Verischagin,
               filed as Exhibit 10.17 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2003.

    10.21*     Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of the  directors of TriCo  Bancshares/Tri
               Counties  Bank  effective on the date that each director is first
               elected,  filed as Exhibit 10.18 to TriCo'S Annual Report on Form
               10-K for the year ended December 31, 2003.

    10.22*     Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of Craig  Carney,  W.R.  Hagstrom,  Andrew
               Mastorakis, Rick Miller, Richard O'Sullivan,  Thomas Reddish, Ray
               Rios,  and  Richard  Smith  filed as  Exhibit  10.21  to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

                                      -32-

<PAGE>


    31.1       Rule 13a-14(a)/15d-14(a) Certification of CEO

    31.2       Rule 13a-14(a)/15d-14(a) Certification of CFO

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO


       * Previously filed and incorporated by reference.




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 hereunto duly authorized.

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  July 26, 2005                 /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer




                                      -33-

<PAGE>

Exhibit 10.7

                                TRICO BANCSHARES
                       2001 STOCK OPTION PLAN, AS AMENDED

SECTION 1.        PURPOSE

     This plan shall be known as the "TriCo  BANCSHARES  2001 STOCK OPTION PLAN"
(the  "Plan").  The  purpose of the Plan is to promote  the  interests  of TriCo
Bancshares and its Subsidiaries  (the "Company") and the Company's  stockholders
by (i)  attracting  and retaining key officers,  employees and directors of, and
consultants  to, the Company and any future  Affiliates;  (ii)  motivating  such
individuals  by means of  performance-related  incentives to achieve  long-range
performance  goals,  (iii)  enabling  such  individuals  to  participate  in the
long-term  growth  and  financial  success  of  the  Company,  (iv)  encouraging
ownership  of stock in the Company by such  individuals,  and (v) linking  their
compensation  to the  long-term  interests of the Company and its  stockholders.
With respect to any Options  granted  under the Plan that are intended to comply
with the requirements of  "performance-based  compensation" under Section 162(m)
of the Code,  the Plan shall be  interpreted  in a manner  consistent  with such
requirements.

SECTION 2.        DEFINITIONS

     As used in the Plan, the following  terms shall have the meanings set forth
below:

          (a)  "AFFILIATE"   shall  mean  (i)  any  entity  that,   directly  or
     indirectly,  is  controlled  by the  Company,  (ii) any entity in which the
     Company  has a  significant  equity  interest,  (iii) an  affiliate  of the
     Company,  as  defined  in Rule 12b-2  promulgated  under  Section 12 of the
     Exchange  Act, and (iv) any entity in which the Company has at least twenty
     percent  (20%) of the combined  voting  power of the  entity's  outstanding
     voting  securities,  in each  case as  designated  by the  Board as being a
     participating employer in the Plan.

          (b) "BOARD" shall mean the board of directors of the Company.

          (c) "CHANGE IN CONTROL" shall mean,  unless  otherwise  defined in the
     applicable Option Agreement, any of the following events:

               (i) An acquisition  (other than directly from the Company) of any
          voting  securities  of the Company  (the "Voting  Securities")  by any
          "Person" (as the term Person is used for purposes of Section 13 (d) or
          14(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act"))  immediately  after which such Person has "Beneficial
          Ownership"  (within  the meaning of Rule 13d-3  promulgated  under the
          Exchange Act) of fifty  percent  (50%) or more of the combined  voting
          power of the then outstanding  Voting Securities;  provided,  however,
          that in determining  whether a Change in Control has occurred,  Voting
          Securities  which are  acquired  in a  "Non-Control  Acquisition"  (as
          hereinafter  defined) shall not constitute an acquisition  which would
          cause a Change in Control.  A "Non-Control  Acquisition" shall mean an
          acquisition by (i) an employee benefit plan (or a trust forming a part
          thereof)  maintained by (A) the Company or (B) any  subsidiary or (ii)
          the Company or any Subsidiary;

               (ii) The individuals  who, as of the date hereof,  are members of
          the Board (the "Incumbent Board"),  cease for any reason to constitute
          at least  two-thirds  of the  Board;  provided,  however,  that if the
          election or nomination for election by the Company's  stockholders  of
          any new director was approved by a vote of at least  two-thirds of the
          Incumbent  Board,  such  new  director  shall,  for  purposes  of this
          Agreement, be considered as a member of the Incumbent Board; provided,
          further,  however,  that no individual shall be considered a member of
          the Incumbent Board if (1) such individual initially assumed office as
          a result of either an actual  or  threatened  "Election  Contest"  (as
          described in Rule 14a-11  promulgated under the Exchange Act) or other
          actual or  threatened  solicitation  of proxies or  consents  by or on
          behalf of a Person other than the Board (a "Proxy Contest")  including
          by reason of any  agreement  intended to avoid or settle any  Election
          Contest or Proxy Contest or (2) such  individual  was  designated by a
          Person who has entered into an agreement  with the Company to effect a
          transaction described in clause (i) or (iii) of this paragraph; or


<PAGE>

               (iii) Approval by stockholders of the Company of:

                    (A) A merger,  consolidation or reorganization involving the
               Company, unless,

                         (1) The stockholders of the Company  immediately before
                    such merger, consolidation or reorganization,  own, directly
                    or   indirectly,    immediately   following   such   merger,
                    consolidation  or  reorganization,   at  least  seventy-five
                    percent   (75%)  of  the   combined   voting  power  of  the
                    outstanding   Voting  Securities  of  the  corporation  (the
                    "Surviving   Corporation")   in   substantially   the   same
                    proportion  as  their  ownership  of the  Voting  Securities
                    immediately    before   such   merger,    consolidation   or
                    reorganization;

                         (2) The  individuals  who were members of the Incumbent
                    Board  immediately  prior to the  execution of the agreement
                    providing for such merger,  consolidation or  reorganization
                    constitute  at least  two-thirds of the members of the board
                    of directors of the Surviving Corporation; and

                         (3) No Person (other than the Company,  any Subsidiary,
                    any  employee  benefit  plan (or any  trust  forming  a part
                    thereof)   maintained   by  the   Company,   the   Surviving
                    Corporation   or  any   Subsidiary,   or  any  Person   who,
                    immediately   prior  to  such   merger,   consolidation   or
                    reorganization,  had  Beneficial  Ownership of fifty percent
                    (50%) or more of the then outstanding Voting Securities) has
                    Beneficial  Ownership of fifty  percent (50%) or more of the
                    combined  voting power of the Surviving  Corporation's  then
                    outstanding Voting Securities.

                    (B) A complete liquidation or dissolution of the Company; or

                    (C) An agreement for the sale or other disposition of all or
               substantially  all of the  assets of the  Company  to any  Person
               (other than a transfer to a Subsidiary)

          Notwithstanding the foregoing, a Change in Control shall not be deemed
     to  occur  solely  because  any  Person  (the  "Subject  Person")  acquired
     Beneficial  Ownership of more than the permitted  amount of the outstanding
     Voting  Securities as a result of the  acquisition of Voting  Securities by
     the Company which, by reducing the number of Voting Securities outstanding,
     increased  the  proportional  number  of shares  Beneficially  Owned by the
     Subject  Person,  provided that if a Change in Control would occur (but for
     the operation of this  sentence) as a result of the  acquisition  of Voting
     Securities by the Company, and after such share acquisition by the Company,
     the Subject Person becomes the  Beneficial  Owner of any additional  Voting
     Securities  Beneficially  Owned by the  Subject  Person,  then a Change  in
     Control shall occur.


<PAGE>

          (d) "CODE"  shall mean the Internal  Revenue Code of 1986,  as amended
     from time to time.

          (e)  "COMMITTEE"  shall mean a committee of the Board  composed of not
     less than two Non-Employee Directors, each of whom shall be a "Non-Employee
     Director" for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder
     and  an  "outside   director"  for  purposes  of  Section  162(m)  and  the
     regulations promulgated under the Code.

          (f)  "CONSULTANT"  shall  mean any  consultant  to the  Company or its
     Subsidiaries or Affiliates.

          (g) "DIRECTOR" shall mean a member of the Board.

          (h)  "DISABILITY"   shall  mean,   unless  otherwise  defined  in  the
     applicable Option Agreement, a disability that would qualify as a total and
     permanent  disability under the Company's then current long-term disability
     plan.

          (i) "EMPLOYEE" shall mean a current or prospective officer or employee
     of the Company or of any Subsidiary or Affiliate.

          (j) "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, as
     amended from time to time.

          (k) "FAIR MARKET  VALUE" with respect to the Shares,  shall mean,  for
     purposes  of a grant of an  Option as of any date,  (i) the  closing  sales
     price of the Shares on any exchange on which the shares are traded, on such
     date, or in the absence of reported  sales on such date,  the closing sales
     price on the  immediately  preceding  date on which sales were  reported or
     (ii) in the event  there is no public  market  for the Shares on such date,
     the fair market value as determined, in good faith, by the Committee in its
     sole discretion,  and for purposes of a sale of a Share as of any date, the
     actual sales price on that date.

          (l) "INCENTIVE  STOCK OPTION" shall mean an option to purchase  Shares
     from the Company  that is granted  under  Section 6 of the Plan and that is
     intended  to  meet  the  requirements  of  Section  422 of the  Code or any
     successor provision thereto.

          (o)  "NON-QUALIFIED  STOCK  OPTION"  shall mean an option to  purchase
     Shares from the Company that is granted  under Section 6 of the Plan and is
     not intended to be an Incentive Stock Option.

          (p)  "NON-EMPLOYEE  DIRECTOR"  shall mean a member of the Board who is
     not an officer or employee of the Company or any Subsidiary or Affiliate.

          (q) "OPTION" shall mean an Incentive  Stock Option or a  Non-Qualified
     Stock Option.

          (r) "OPTION AGREEMENT" shall mean any written agreement,  contract, or
     other  instrument or document  evidencing  any Option,  which may, but need
     not, be executed or acknowledged by a Participant.

          (s) "OPTION  PRICE" shall mean the purchase  price payable to purchase
     one Share upon the exercise of an Option.

          (t) "OUTSIDE  DIRECTOR" means, with respect to the grant of an Option,
     a member of the Board then serving on the Committee.


<PAGE>

          (u)  "PARTICIPANT"  shall mean any Employee,  Director,  Consultant or
     other person who receives an Option under the Plan.

          (v)  "PERSON"  shall mean any  individual,  corporation,  partnership,
     limited  liability  company,   associate,   joint-stock   company,   trust,
     unincorporated organization, government or political subdivision thereof or
     other entity.

          (w)  "RETIREMENT"   shall  mean,   unless  otherwise  defined  in  the
     applicable Option Agreement, retirement of a Participant from the employ or
     service  of  the  Company  or  any of its  Subsidiaries  or  Affiliates  in
     accordance with the terms of the applicable  Company retirement plan or, if
     a Participant is not covered by any such plan,  retirement on or after such
     Participant's 65th birthday.

          (x) "SEC' shall mean the  Securities  and Exchange  Commission  or any
     successor thereto.

          (y)  "SECTION  16" shall mean  Section 16 of the  Exchange Act and the
     rules  promulgated  thereunder  and any successor  provision  thereto as in
     effect from time to time.

          (z)  "SECTION  162 (M)" shall mean Section 162 (m) of the Code and the
     regulations  promulgated  thereunder and any successor or provision thereto
     as in effect from time to time.

          (aa) "SHARES" shall mean shares of the Common Stock,  no par value, of
     the Company.

          (bb)  "SUBSIDIARY"  shall mean any Person  (other than the Company) of
     which a majority  of its voting  power or its equity  securities  or equity
     interest is owned directly or indirectly by the Company.

SECTION 3.        ADMINISTRATION

     3.1  Authority  of  Committee.  The  Plan  shall  be  administered  by  the
Committee,  which shall be  appointed by and serve at the pleasure of the Board;
provided,  however, with respect to Options to Outside Directors, all references
in the Plan to the  Committee  shall be deemed to be  references  to the  Board.
Subject to the terms of the Plan and  applicable  law,  and in addition to other
express  powers and  authorizations  conferred on the Committee by the Plan, the
Committee  shall  have full  power  and  authority  in its  discretion  to:  (i)
designate  Participants;  (ii)  determine  the type or types  of  Options  to be
granted to a Participant; (iii) determine the number of Shares to be covered by,
or with respect to which payments, rights, or other matters are to be calculated
in connection with Options;  (iv) determine the timing, terms, and conditions of
any Option; (v) accelerate the time at which all or any part of an Option may be
settled or exercised;  (vi) determine  whether,  to what extent,  and under what
circumstances  Options  may be  settled  or  exercised  in cash,  Shares,  other
securities,  other  Options  or  other  property,  or  canceled,  forfeited,  or
suspended and the method or methods by which Options may be settled,  exercised,
canceled,  forfeited, or suspended; (vii) determine whether, to what extent, and
under what circumstances cash, Shares,  other securities,  other Options,  other
property,  and other amounts payable with respect to an Option shall be deferred
either  automatically  or at  the  election  of  the  holder  thereof  or of the
Committee;  (viii)  interpret  and  administer  the Plan and any  instrument  or
agreement relating to, or Option made under, the Plan; (ix) except to the extent
prohibited  by Section 6.2,  amend or modify the terms of any Option at or after
grant with the  consent  of the  holder of the  Option;  (x)  establish,  amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem  appropriate for the proper  administration  of the Plan; and (xi) make any
other determination and take any other action that the Committee deems necessary
or  desirable  for the  administration  of the Plan,  subject  to the  exclusive
authority of the Board under  Section 10  hereunder  to amend or  terminate  the
Plan.


<PAGE>

     3.2 Committee  Discretion  Binding.  Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under  or with  respect  to the Plan or any  Option  shall  be  within  the sole
discretion  of the  Committee,  may be made at any  time  and  shall  be  final,
conclusive,  and binding upon all Persons, including the Company, any Subsidiary
or Affiliate, any Participant and any holder or beneficiary of any Option.

     3.3 Action by the Committee.  The Committee shall select one of its members
as its  Chairperson  and shall hold its meetings at such times and places and in
such manner as it may  determine.  A majority of its members shall  constitute a
quorum.  All  determinations  of the Committee  shall be made by not less than a
majority of its members.  Any decision or  determination  reduced to writing and
signed by all of the members of the Committee  shall be fully effective as if it
had been made by a majority vote at a meeting duly called and held. The exercise
of an  Option  or  receipt  of an Option  shall be  effective  only if an Option
Agreement  shall have been duly  executed and delivered on behalf of the Company
following the grant of the Option or other  Option.  The Committee may appoint a
Secretary  and may make  such  rules  and  regulations  for the  conduct  of its
business, as it shall deem advisable.

     3.4  Delegation.  Subject to the terms of the Plan and applicable  law, the
Committee  may delegate to one or more officers or managers of the Company or of
any Subsidiary or Affiliate, or to a Committee of such officers or managers, the
authority,  subject  to  such  terms  and  limitations  as the  Committee  shall
determine,  to grant  Options  to, or to  cancel,  modify or waive  rights  with
respect to, or to alter,  discontinue,  suspend,  or  terminate  Options held by
Participants  who are not  officers or  directors of the Company for purposes of
Section 16 or who are otherwise not subject to such Section.

     3.5 No Liability.  No member of the Board or Committee  shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Option granted hereunder.

SECTION 4.        SHARES AVAILABLE FOR OPTIONS

     4.1 Shares Available.  Subject to the provisions of Section 4.2 hereof, the
stock to be subject to Options under the Plan shall be the Shares of the Company
and the maximum  number of Shares with  respect to which  Options may be granted
under the Plan shall be 2,124,650  (which includes 74,650 Shares with respect to
which awards under the  Company's  1989  Non-Qualified  Stock Option Plan,  1993
Stock  Option Plan and 1995  Incentive  Stock Option Plan (the "Old Plans") were
authorized  but not  granted).  Notwithstanding  the  foregoing  and  subject to
adjustment as provided in Section 4.2, the maximum number of Shares with respect
to which  Awards may be granted  under the Plan shall be increased by the number
of Shares with respect to which  Options or other Awards were granted  under the
Old Plans,  as of the effective date of this Plan, but which  terminate,  expire
unexercised, or are settled for cash, forfeited or canceled without the delivery
of Shares  under the terms of such Old Plans  after the  effective  date of this
Plan.

     If, after the effective  date of the Plan,  any Shares covered by an Option
granted under this Plan, or to which such an Option relates,  are forfeited,  or
if  such  an  Option  is  settled  for  cash or  otherwise  terminates,  expires
unexercised,  or is  canceled  without the  delivery of Shares,  then the Shares
covered by such Option, or to which such Option relates, or the number of Shares
otherwise  counted against the aggregate  number of Shares with respect to which
Options  may be  granted,  to the  extent  of any such  settlement,  forfeiture,
termination, expiration, or cancellation, shall again become Shares with respect
to which  Options may be granted.  In the event that any Option or other  Option
granted  hereunder is  exercised  through the delivery of Shares or in the event
that  withholding tax liabilities  arising from such Option are satisfied by the
withholding of Shares by the Company, the number of Shares available for Options
under the Plan  shall be  increased  by the number of Shares so  surrendered  or
withheld.


<PAGE>

     4.2  Adjustments.  In the  event  that the  Committee  determines  that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities,  or other property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase,  or exchange of Shares or other securities of the Company,  issuance
of  warrants  or other  rights to  purchase  Shares or other  securities  of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee, in its sole discretion, to be
appropriate,  then the Committee  shall, in such manner as it may deem equitable
(and, with respect to Incentive  Stock Options,  in such manner as is consistent
with Section 422 of the Code and the regulations thereunder) : (i) adjust any or
all of (1) the aggregate number of Shares or other securities of the Company (or
number and kind of other  securities or property)  with respect to which Options
may be granted under the Plan;  (2) the number of Shares or other  securities of
the  Company (or number and kind of other  securities  or  property)  subject to
outstanding  Options  under the Plan;  and (3) the grant or exercise  price with
respect to any Option under the Plan, provided that the number of shares subject
to any  Option  shall  always be a whole  number;  (ii) if  deemed  appropriate,
provide  for an  equivalent  Option in respect of  securities  of the  surviving
entity of any  merger,  consolidation  or other  transaction  or event  having a
similar  effect;  or (iii) if  deemed  appropriate,  make  provision  for a cash
payment to the holder of an outstanding Option.

     4.3  Substitute  Options.  Any Shares  issued by the Company as  Substitute
Options in connection with the assumption or substitution of outstanding  grants
from any acquired  corporation shall not reduce the Shares available for Options
under the Plan.

     4.4  Sources of Shares  Deliverable  Under  Options.  Any Shares  delivered
pursuant  to an Option  may  consist,  in whole or in part,  of  authorized  and
unissued Shares or of issued Shares that have been reacquired by the Company.

SECTION 5.        ELIGIBILITY

     Any Employee,  Director or Consultant  shall be eligible to be designated a
Participant; provided, however, that Outside Directors shall only be eligible to
receive Options granted consistent with Section 7.

SECTION 6.        STOCK OPTIONS

     6.1 Grant.  Subject to the provisions of the Plan, the Committee shall have
sole and complete  authority to determine the Participants to whom Options shall
be granted,  the number of Shares subject to each Option, the exercise price and
the conditions and  limitations  applicable to the exercise of each Option.  The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified  Stock Options,  or to grant both types of Options. In the case of
Incentive  Stock  Options,  the terms and  conditions  of such  grants  shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code,  as from  time to time  amended,  and any  regulations  implementing  such
statute.  A person who has been granted an Option under this Plan may be granted
additional Options under the Plan if the Committee shall so determine; provided,
however,  that to the extent the aggregate Fair Market Value  (determined at the
time the Incentive  Stock Option related  thereto is granted) of the Shares with
respect  to which  all  Incentive  Stock  Options  related  to such  Option  are
exercisable  for the first time by an Employee  during any calendar  year (under
all plans  described in subsection (d) of Section 422 of the Code of the Company
and its Subsidiaries) exceeds $100,000 (or such higher amount as is permitted in
the future under  Section  422(d) of the Code,  such Options shall be treated as
Non-Qualified Stock Options.

     6.2 Price.  The Committee in its sole discretion shall establish the Option
Price at the time each  Option  is  granted.  Except  in the case of  Substitute
Options,  the  Option  Price of an Option  may not be less than 100% of the Fair
Market  Value of the Shares  with  respect to which the Option is granted on the
date of grant of such  Option.  Notwithstanding  the  foregoing  and  except  as
permitted by the provisions of Section 4.2 and Section 10 hereof,  the Committee
shall not have the power to (i) amend the terms of previously granted Options to
reduce the Option Price of such  Options,  or (ii) cancel such Options and grant
substitute Options with a lower Option Price than the canceled Options.


<PAGE>

     6.3 Term.  Subject to the  Committee's  authority under Section 3.1 and the
provisions of Section 6.5, each Option and all rights and obligations thereunder
shall expire on the date determined by the Committee and specified in the Option
Agreement.  The  Committee  shall  be  under  no duty to  provide  terms of like
duration for Options granted under the Plan.  Notwithstanding the foregoing,  no
Option shall be exercisable after the expiration of ten (10) years from the date
such Option was granted.

     6.4 Exercise.

          (a) Each Option shall be exercisable at such times and subject to such
     terms and conditions as the Committee may, in its sole discretion,  specify
     in the applicable Option Agreement or thereafter.  The Committee shall have
     full and complete  authority to  determine,  subject to Section 6.5 herein,
     whether an Option will be  exercisable  in full at any time or from time to
     time during the tern of the Option,  or to provide for the exercise thereof
     in such installments,  upon the occurrence of such events and at such times
     during the term of the Option as the Committee may determine.

          (b) The  Committee  may impose  such  conditions  with  respect to the
     exercise of Options,  including  without  limitation,  any  relating to the
     application of federal, state or foreign securities laws or the Code, as it
     may deem  necessary  or  advisable.  The  exercise  of any  Option  granted
     hereunder  shall  be  effective  only at such  time as the  sale of  Shares
     pursuant to such exercise will not violate any state or federal  securities
     or other laws.

          (c) An Option may be exercised  in whole or in part at any time,  with
     respect to whole Shares only,  within the period  permitted  thereunder for
     the exercise thereof, and shall be exercised by written notice of intent to
     exercise the Option,  delivered to the Company at its principal office, and
     payment in full to the Company at the  direction  of the  Committee  of the
     amount of the Option  Price for the number of Shares with  respect to which
     the Option is then being exercised.  The exercise of an Option shall result
     in the  termination of the other to the extent of the number of Shares with
     respect to which the Option is exercised.

          (d) The Option  Price shall be  immediately  due upon  exercise of the
     Option and shall, subject to the provisions of the Option Agreement and the
     applicable  securities  laws,  be payable  in one or more of the  following
     forms:  (i) cash or check made payable to the Company;  or (ii) shares held
     for the  requisite  period  necessary  to avoid a charge  to the  Company's
     earnings  for  financial  reporting  purposes and valued at the Fair Market
     Value of such Shares on the date of exercise (or next date),  together with
     any  applicable  withholding  taxes.  Payment of the  Option  Price for the
     purchased  shares  must be made on the  Option  exercise  date.  Until  the
     optionee has been issued Shares subject to such  exercise,  he or she shall
     possess no rights as a stockholder with respect to such Shares.

     6.5 Ten Percent  Stock Rule.  Notwithstanding  any other  provisions in the
Plan,  if at the time an Option is otherwise to be granted  pursuant to the Plan
the optionee or rights holder owns directly or indirectly (within the meaning of
Section  424(d) of the  Code)  Shares of the  Company  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of Stock of the
Company  or its parent or  Subsidiary  or  Affiliate  corporations  (within  the
meaning of Section 422 (b) (6) of the Code),  then any Incentive Stock Option to
be granted to such optionee or rights holder  pursuant to the Plan shall satisfy
the requirement of Section 422(c) (5) of the Code, and the Option Price shall be
not less than 110% of the Fair Market  Value of the Shares of the  Company,  and
such Option by its terms shall not be  exercisable  after the expiration of five
(5) years from the date such Option is granted.

SECTION 7.  DIRECTOR OPTIONS


<PAGE>

     7.1 Grant Upon  Election of a New Director to the Board.  A new Director to
the Board may receive  Options for 20,000 Shares upon his or her election to the
Board. These Options shall become exercisable as determined by the Committee.

     7.2 Grant Upon  Re-election of a Director to the Board.  Beginning with the
2001 annual meeting of the Company's  shareholders  and continuing for each year
through the 2008 annual meeting of the Company's shareholders, a Director who is
re-elected  to the Board may receive  Options  for 4,000  Shares upon his or her
re-election to the Board.  These Options shall become  exercisable as determined
by the Committee.

     7.3 Grants to Board Chairmen. Beginning with the 2001 annual meeting of the
Company's  shareholders  and  continuing  for each year  through the 2008 annual
meeting  of the  Company's  shareholders,  each  Director  who is  appointed  as
Chairman of the Board or as Chairman of the Audit  Committee may receive Options
for 1,000 Shares upon his or her  appointment,  in addition to any other Options
granted  pursuant to this Section 7. These Options shall become  exercisable  as
determined by the Committee.

     7.4 Option  Price.  The Option  Price for all Options  granted to Directors
pursuant to this Section 7 shall be the Fair Market Value on the date of grant.

     7.5  Forfeiture of Options.  Any Option  granted to a Director  pursuant to
this Section 7 that has not become  exercisable  when a Director ceases to serve
as a Director,  or in the position  for which such Option was granted,  shall be
forfeited.

     7.6 Other Options to  Directors.  The Board may also grant other Options to
Directors  pursuant to the terms of the Plan. With respect to such Options,  all
references in the Plan to the Committee  shall be deemed to be references to the
Board.

SECTION 8.  TERMINATION OF EMPLOYMENT

     The  Committee  shall have the full power and  authority to  determine  the
terms and  conditions  that shall  apply to any  Option  upon a  termination  of
employment  with the  Company,  its  Subsidiaries  and  Affiliates,  including a
termination by the Company with or without cause, by a Participant  voluntarily,
or by reason of death, Disability or Retirement,  and may provide such terms and
conditions in the Option  Agreement or in such rules and  regulations  as it may
prescribe. All Options which are not exercised prior to 90 days after the date a
Participant ceases to serve as a Director, Employee or Consultant of the Company
shall be forfeited.

SECTION 9.  CHANGE IN CONTROL

     Upon a Change in  Control,  all  outstanding  Options  shall  vest,  become
immediately exercisable or payable and have all restrictions lifted.

SECTION 10.  AMENDMENT AND TERMINATION

     10.1  Amendments  to  the  Plan.  The  Board  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration,  suspension,  discontinuation or termination
shall be made  without  stockholder  approval if such  approval is  necessary to
comply with any tax or regulatory  requirement for which or with which the Board
deems it necessary or desirable to comply.

     10.2 Amendments to Options. Subject to the restrictions of Section 6.2, the
Committee  may waive any  conditions  or  rights  under,  amend any terms of, or
alter,  suspend,  discontinue,  cancel  or  terminate,  any  Option  theretofore
granted,  prospectively  or  retroactively;   provided  that  any  such  waiver,
amendment, alteration, suspension,  discontinuance,  cancellation or termination
that  would  adversely  affect the  rights of any  Participant  or any holder or
beneficiary  of any  Option  theretofore  granted  shall  not to that  extent be
effective  without  the  consent  of  the  affected   Participant,   holder,  or
beneficiary.


<PAGE>

     10.3  Adjustments  of Options  Upon the  Occurrence  of Certain  Unusual or
Nonrecurring  Events.  The Committee is hereby authorized to make adjustments in
the  terms  and  conditions  of,  and  the  criteria  included  in,  Options  in
recognition of unusual or nonrecurring  events (including,  without  limitation,
the  events  described  in  Section  4.2  hereof)  affecting  the  Company,  any
Subsidiary  or  Affiliate,  or the  financial  statements  of the Company or any
Subsidiary  or  Affiliate,  or of changes in applicable  laws,  regulations,  or
accounting  principles,  whenever the Committee determines that such adjustments
are  appropriate in order to prevent  dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

SECTION 11.  GENERAL PROVISIONS

     11.1 Limited  Transferability  of Options.  Except as otherwise provided in
the Plan, no Option shall be assigned,  alienated,  pledged,  attached,  sold or
otherwise transferred or encumbered by a Participant, except by will or the laws
of descent and  distribution  and/or as may be provided by the  Committee in its
discretion, at or after grant, in the Option Agreement. No transfer of an Option
by will or by laws of descent and  distribution  shall be  effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an  authenticated  copy  of the  will  and/or  such  other  evidence  as the
Committee  may deem  necessary or  appropriate  to establish the validity of the
transfer.

     11.2 No Rights to Options. No Person shall have any claim to be granted any
Option,  and there is no obligation for uniformity of treatment of  Participants
or holders or beneficiaries of Options. The terms and conditions of Options need
not be the same with respect to each Participant.

     11.4 Share Certificates. All certificates for Shares or other securities of
the Company or any Subsidiary or Affiliate  delivered under the Plan pursuant to
any Option or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules,  regulations and other  requirements  of the SEC or any state  securities
commission  or  regulatory  authority,  any stock  exchange or other market upon
which  such  Shares or other  securities  are then  listed,  and any  applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

     11.5  Withholding.  A Participant  may be required to pay to the Company or
any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate shall
have the right and is hereby  authorized to withhold  from any Option,  from any
payment  due or  transfer  made under any Option or under the Plan,  or from any
compensation or other amount owing to a Participant the amount (in cash, Shares,
other securities, other Options or other property) of any applicable withholding
or other taxes in respect of an Option, its exercise, or any payment or transfer
under an  Option  or under  the Plan and to take  such  other  action  as may be
necessary  in the  opinion of the  Company to satisfy  all  obligations  for the
payment of such taxes.

     11.6 Option  Agreements.  Each Option  hereunder  shall be  evidenced by an
Option  Agreement that shall be delivered to the Participant and may specify the
terms and  conditions  of the Option and any rules  applicable  thereto.  In the
event of a conflict between the terms of the Plan and any Option Agreement,  the
terms of the Plan shall prevail.

     11.7 No Limit on Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Subsidiary or Affiliate  from adopting or
continuing in effect other compensation  arrangements,  which may, but need not,
provide for the grant of Options.

     11.8 No Right to Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Subsidiary or Affiliate.  Further,  the Company or a Subsidiary or Affiliate
may at any time dismiss a Participant from  employment,  free from any liability
or any claim under the Plan,  unless otherwise  expressly  provided in an Option
Agreement.


<PAGE>

     11.9 No Rights as  Stockholder.  Subject to the  provisions of the Plan and
the applicable Option Agreement,  no Participant or holder or beneficiary of any
Option shall have any rights as a  stockholder  with respect to any Shares to be
distributed under the Plan until such person has become a holder of such Shares.

     11.10 Governing Law. The validity,  construction and effect of the Plan and
any rules and regulations relating to the Plan and any Option Agreement shall be
determined in accordance with the laws of the State of California without giving
effect to conflicts of laws principles.

     11.11  Severability.  If any provision of the Plan or any Option  Agreement
is, or becomes,  or is deemed to be invalid,  illegal,  or  unenforceable in any
jurisdiction or as to any Person or Option,  or would disqualify the Plan or any
Option under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the  applicable  laws, or if it cannot
be construed or deemed amended without,  in the  determination of the Committee,
materially  altering the intent of the Plan or the Option,  such provision shall
be stricken as to such  jurisdiction,  Person or Option and the remainder of the
Plan and any such Option shall remain in full force and effect.

     11.12 Other Laws.  The Committee may refuse to issue or transfer any Shares
or other  consideration  under an Option if, acting in its sole  discretion,  it
determines  that  the  issuance  or  transfer  of  such  Shares  or  such  other
consideration  might  violate  any  applicable  law  or  regulation   (including
applicable  non-U.S.  laws or regulations) or entitle the Company to recover the
same under Exchange Act Section 16 (b), and any payment  tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of
such Option shall be promptly refunded to the relevant  Participant,  holder, or
beneficiary.

     11.13 No Trust  or Fund  Created.  Neither  the Plan nor any  Option  shall
create  or be  construed  to  create a trust or  separate  fund of any kind or a
fiduciary  relationship between the Company or any Subsidiary or Affiliate and a
Participant or any other Person.  To the extent that any Person acquires a right
to receive payments from the Company or any Subsidiary or Affiliate  pursuant to
an  Option,  such  right  shall be no  greater  than the right of any  unsecured
general creditor of the Company or any Subsidiary or Affiliate.

     11.14 No  Fractional  Shares.  No  fractional  Shares  shall be  issued  or
delivered  pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other  securities,  or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated or otherwise eliminated.

     11.15  Headings.  Headings are given to the sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.

SECTION 12.  TERM OF THE PLAN

     12.1  Effective  Date.  The Plan shall be effective as of February 13, 2001
provided it is approved and ratified by the Company's  stockholders  on or prior
to December 31, 2001.

     12.2 Expiration  Date. No new Options shall be granted under the Plan after
the tenth (10th)  anniversary of the Effective Date. Unless otherwise  expressly
provided in the Plan or in an applicable  Option  Agreement,  any Option granted
hereunder may, and the authority of the Board or the Committee to amend,  alter,
adjust,  suspend,  discontinue,  or  terminate  any such  Option or to waive any
conditions  or rights  under any such  Option  shall,  continue  after the tenth
(10th) anniversary of the Effective Date.


<PAGE>


Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-15(f)
          and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: July 26, 2005                     /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer



<PAGE>


Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-15(f)
          and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



Date: July 26, 2005                     /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer



<PAGE>


Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.
[{"type": "10-Q", "sequence": "1", "filename": "tcb10q2q05.txt", "description": "TCBK FORM 10-Q", "secsgml_size_bytes": 202281}]
{"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": "05996769"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended June 30, 2005                   Commission file number 0-10661
-------------------------------                   ------------------------------

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

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

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

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

--------------------------------------------------------------------------------
(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
                                -----        -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of July 26, 2005:  15,674,092
TABLE OF CONTENTS

                                                                          Page

Forward Looking Statements                                                  1

PART I - FINANCIAL INFORMATION                                              2

  Item 1 - Financial Statements                                             2

    Notes to Unaudited Condensed Consolidated Financial Statements          6

    Financial Summary                                                      15

  Item 2 - Management's Discussion and Analysis of Financial               16
           Condition and Results of Operations

  Item 3 - Quantitative and Qualitative Disclosures about Market Risk      28

  Item 4 - Controls and Procedures                                         29

PART II - OTHER INFORMATION                                                30

  Item 1 - Legal Proceedings                                               30

  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds     30

  Item 4 - Submission of Matters to a Vote of Security Holders             30

  Item 6 - Exhibits                                                        31

  Signatures                                                               33

  Exhibits                                                                 34
FORWARD-LOOKING STATEMENTS

This  report  on Form  10-Q  contains  forward-looking  statements  about  TriCo
Bancshares (the "Company") for which it claims the protection of the safe harbor
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
These forward-looking statements are based on Management's current knowledge and
belief and include  information  concerning  the  Company's  possible or assumed
future  financial  condition and results of operations.  When you see any of the
words "believes", "expects", "anticipates", "estimates", or similar expressions,
mean making forward-looking  statements.  A number of factors, some of which are
beyond the Company's  ability to predict or control,  could cause future results
to differ materially from those contemplated.  These factors include but are not
limited to:

    -     a slowdown in the national and California economies;
    -     the prospect of additional  terrorist  attacks in the United  States
          and the uncertain  effect of these events on the national and regional
          economies;
    -     changes in the interest rate environment and interest rate policies of
          the Federal Reserve Board;
    -     changes in the regulatory environment;
    -     significantly increasing competitive pressure in the banking industry;
    -     operational risks including data processing system failures or fraud;
    -     volatility of rate sensitive deposits;
    -     asset/liability matching risks and liquidity risks;
    -     changes in the level of nonperforming assets and charge-offs;
    -     acts of war and political instability;
    -     inflation, interest rate, securities market and monetary fluctuations;
    -     changes in the financial performance or condition of the Company's
          borrowers;
    -     changes in the competitive environment among financial holding
          companies;
    -     changes in accounting policies as may be adopted by regulatory
          agencies,  as well as the Public Company Accounting  Oversight Board,
          the Financial Accounting Standards Board and other accounting standard
          setters; and
    -     changes in the Company's compensation and benefit plans.

The reader is directed to the Company's  annual report on Form 10-K for the year
ended  December 31, 2004,  for further  discussion of factors which could affect
the Company's  business and cause actual results to differ materially from those
expressed in any forward-looking statement made in this report.

                                      -1-
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                TRICO BANCSHARES
                           CONSOLIDATED BALANCE SHEETS
                  (In thousands, except share data; unaudited)

                                                                  At June 30,            At December 31,
                                                            2005              2004            2004
                                                      -------------------------------   -----------------
Assets:
     Cash and due from banks                              $79,287           $65,512          $70,037
     Federal funds sold                                       235                 -                -
                                                      -------------------------------   -----------------
         Cash and cash equivalents                         79,522            65,512           70,037
     Securities available for sale                        288,902           302,341          286,013
     Federal Home Loan Bank stock, at cost                  7,440             6,642            6,781
     Loans, net of allowance for loan losses
          of $14,892, $14,613 and $14,525               1,235,160         1,063,851        1,158,442
     Foreclosed assets, net of allowance for losses
          of $180, $180 and $180                                -               628                -
     Premises and equipment, net                           21,182            18,996           19,853
     Cash value of life insurance                          41,099            39,844           40,479
     Accrued interest receivable                            6,706             6,069            6,473
     Goodwill                                              15,519            15,519           15,519
     Other intangible assets                                4,719             5,412            5,408
     Other assets                                          20,394            21,275           18,501
                                                      -------------------------------   -----------------
         Total Assets                                  $1,720,643        $1,546,089       $1,627,506
                                                      ===============================   =================
     Liabilities and Shareholders' Equity:
Liabilities:
     Deposits:
         Noninterest-bearing demand                      $332,887          $282,292         $311,275
         Interest-bearing                               1,067,290           985,060        1,037,558
                                                      -------------------------------   -----------------
         Total deposits                                 1,400,177         1,267,352        1,348,833
     Federal funds purchased                               83,000            66,000           46,400
     Accrued interest payable                               3,535             2,272            3,281
     Reserve for unfunded commitments                       1,671               916            1,532
     Other liabilities                                     20,626            17,125           19,938
     Other borrowings                                      27,628            22,866           28,152
     Junior subordinated debt                              41,238            41,238           41,238
                                                      -------------------------------   -----------------
         Total Liabilities                              1,577,875         1,417,769        1,489,374
                                                      -------------------------------   -----------------
     Commitments and contingencies
Shareholders' Equity:
     Common stock, no par value: 50,000,000 shares authorized;
         issued and outstanding:
           15,684,092 at June 30, 2005                     70,855
           15,639,897 at June 30, 2004                                       69,623
           15,723,317 at December 31, 2004                                                    70,699
     Retained earnings                                     73,381            60,681           67,785
     Accumulated other comprehensive loss, net             (1,468)           (1,984)            (352)
                                                      -------------------------------   -----------------
     Total Shareholders' Equity                           142,768           128,320          138,132
                                                      -------------------------------   -----------------
     Total Liabilities and Shareholders' Equity        $1,720,643        $1,546,089       $1,627,506
                                                      ===============================   =================
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -2-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                (In thousands, except per share data; unaudited)

                                                Three months ended June 30, Six months ended June 30,
                                                    2005            2004       2005           2004
                                               --------------------------------------------------------
Interest and dividend income:
  Loans, including fees                          $20,701         $17,551    $40,228        $34,290
  Debt securities:
    Taxable                                        2,707           2,590      5,337          5,266
    Tax exempt                                       414             438        829            880
  Dividends                                           78              48        138             93
  Federal funds sold                                  10               1         14             11
                                               --------------------------------------------------------
    Total interest income                         23,910          20,628     46,546         40,540
                                               --------------------------------------------------------
     Interest expense:
     Deposits                                      3,617           2,387      6,702          4,836
     Federal funds purchased                         249             150        421            184
     Other borrowings                                329             320        656            640
     Junior subordinated debt                        594             230      1,131            441
                                               --------------------------------------------------------
     Total interest expense                        4,789           3,087      8,910          6,101
                                               --------------------------------------------------------
     Net interest income                          19,121          17,541     37,636         34,439
                                               --------------------------------------------------------
     Provision for loan losses                       561           1,305        661          1,918
                                               --------------------------------------------------------
     Net interest income after provision for
       loan losses                                18,560          16,236     36,975         32,521
                                               --------------------------------------------------------
     Noninterest income:
     Service charges and fees                      4,505           4,910      8,567          8,991
     Gain on sale of loans                           429             433        721          1,058
     Commissions on sale of non-deposit
       investment products                           660             587      1,192          1,129
     Increase in cash value of life insurance        400             432        620            864
     Other                                           316             580        537            655
                                               --------------------------------------------------------
     Total noninterest income                      6,310           6,942     11,637         12,697
                                               --------------------------------------------------------
     Noninterest expense:
     Salaries and related benefits                 8,408           8,440     16,777         16,607
     Other                                         7,109           6,967     13,853         13,183
                                               --------------------------------------------------------
     Total noninterest expense                    15,517          15,407     30,630         29,790
                                               --------------------------------------------------------
     Income before income taxes                    9,353           7,771     17,982         15,428
     Provision for income taxes                    3,616           2,924      7,006          5,804
                                               --------------------------------------------------------
     Net income                                    5,737           4,847     10,976          9,624
                                               --------------------------------------------------------
     Other comprehensive (loss) income:
     Change in unrealized (loss) gain on securities
       available for sale, net                       774          (4,410)    (1,116)        (3,798)
                                               --------------------------------------------------------
     Comprehensive income                         $6,511            $437     $9,860         $5,826
                                               ========================================================
     Average shares outstanding                15,701,867     15,639,556  15,715,796     15,628,048
     Diluted average shares outstanding        16,288,728     16,215,160  16,327,716     16,213,885
     Per share data:
     Basic earnings                                $0.37           $0.31      $0.70          $0.62
     Diluted earnings                              $0.35           $0.30      $0.67          $0.59
     Dividends paid                                $0.11           $0.11      $0.22          $0.21
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -3-
TRICO BANCSHARES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                (In thousands, except per share data; unaudited)

                                                                     Accumulated
                                   Shares of                            Other
                                    Common     Common    Retained   Comprehensive
                                     Stock      Stock    Earnings   (Loss) Income     Total
                                 -------------------------------------------------------------
Balance at December 31, 2003      15,668,248   $69,767    $56,379       $1,814       $127,960
Comprehensive income:                                                               ----------
  Net income                                                9,624                       9,624
  Change in net unrealized gain on
    Securities available for sale, net                                  (3,798)        (3,798)
                                                                                    ----------
Total comprehensive income                                                              5,826
Stock options exercised              139,249       576                                    576
Tax benefit of stock options exercised              26                                     26
Repurchase of common stock          (167,600)     (746)    (2,047)                     (2,793)
Dividends paid ($0.21 per share)                           (3,275)                     (3,275)
                                 -------------------------------------------------------------
Balance at June 30, 2004          15,639,897   $69,623    $60,681      ($1,984)      $128,320
                                 =============================================================

Balance at December 31, 2004      15,723,317   $70,699    $67,785        ($352)      $138,132
Comprehensive income:                                                               ----------
  Net income                                               10,976                      10,976
  Change in net unrealized gain on
    Securities available for sale, net                                  (1,116)        (1,116)
                                                                                    ----------
Total comprehensive income                                                              9,860
Stock options exercised               79,275       511                                    511
Tax benefit of stock options exercised             178                                    178
Repurchase of common stock          (118,500)     (533)    (1,918)                     (2,451)
Dividends paid ($0.22 per share)                           (3,462)                     (3,462)
                                 -------------------------------------------------------------
Balance at June 30, 2005          15,684,092   $70,855    $73,381      ($1,468)      $142,768
                                 =============================================================
See accompanying notes to unaudited condensed consolidated financial statements.

                                      -4-
TRICO BANCSHARES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands; unaudited)

                                                                 For the six months ended June 30,
                                                                     2005               2004
                                                               ------------------------------------
Operating activities:
   Net income                                                      $10,976              $9,624
   Adjustments to reconcile net income to net cash provided
     by operating activities:
       Depreciation of property and equipment, and amortization      1,861               1,625
       Amortization of intangible assets                               689                 673
       Provision for loan losses                                       661               1,918
       Amortization of investment securities premium, net              659               1,009
       Originations of loans for resale                            (36,677)            (55,376)
       Proceeds from sale of loans originated for resale            36,986              55,929
       Gain on sale of loans                                          (721)             (1,058)
       Amortization of mortgage servicing rights                       306                 406
       Recovery of mortgage servicing rights valuation allowance         -                (600)
       Gain on sale of other real estate owned                           -                (182)
       Loss (gain) on sale of fixed assets                              79                 (12)
       Increase in cash value of life insurance                       (620)               (864)
       Change in:
         Interest receivable                                          (233)                (42)
         Interest payable                                              254                (366)
         Other assets and liabilities, net                            (271)             (2,215)
                                                               ------------------------------------
         Net cash provided by operating activities                  13,949              10,469
                                                               ------------------------------------
     Investing activities:
   Proceeds from maturities of securities available-for-sale        29,064              41,225
   Purchases of securities available-for-sale                      (34,538)            (39,580)
   Purchases of Federal Home Loan Bank stock                          (659)             (1,858)
   Loan originations and principal collections, net                (77,379)            (97,418)
   Proceeds from sale of premises and equipment                         23                 539
   Purchases of premises and equipment                              (2,993)             (1,407)
   Proceeds from sale of other real estate owned                         -                 478
                                                               ------------------------------------
   Net cash used by investing activities                           (86,482)            (98,021)
                                                               ------------------------------------
     Financing activities:
   Net increase in deposits                                         51,344              30,529
   Net increase in Federal funds purchased                          36,600              26,500
   Issuance of junior subordinated debt                                  -              20,619
   Payments of principal on long-term other borrowings                 (25)                (21)
   Net change in short-term other borrowings                          (499)                  -
   Repurchase of common stock                                       (2,451)             (2,793)
   Dividends paid                                                   (3,462)             (3,275)
   Exercise of stock options                                           511                 576
                                                               ------------------------------------
         Net cash provided by financing activities                  82,018              72,135
                                                               ------------------------------------
     Net change in cash and cash equivalents                         9,485             (15,417)
                                                               ------------------------------------
     Cash and cash equivalents and beginning of period              70,037              80,929
                                                               ------------------------------------
     Cash and cash equivalents at end of period                    $79,522             $65,512
                                                               ====================================
     Supplemental disclosure of noncash activities:
   Unrealized loss on securities available for sale                ($1,926)            ($6,477)
   Supplemental disclosure of cash flow activity:
   Cash paid for interest expense                                   $8,656              $6,467
   Cash paid for income taxes                                       $6,880              $7,460
   Income tax benefit from stock option exercises                     $178                 $26
See accompanying notes to unaudited condensed consolidated financial statements

                                      -5-
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: General Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange  Commission.  The results of operations  reflect interim
adjustments,  all of which are of a normal  recurring  nature and which,  in the
opinion of management,  are necessary for a fair presentation of the results for
the interim periods  presented.  The interim results for the three and six month
periods  ended  June 30,  2005 and 2004 are not  necessarily  indicative  of the
results  expected  for the full year.  These  unaudited  condensed  consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements  and  accompanying  notes  as  well as  other  information
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2004.

Principles of Consolidation
The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  Tri Counties Bank (the "Bank").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations
The Company  operates 32 branch  offices and 15 in-store  branch  offices in the
California  counties of Butte,  Contra Costa, Del Norte,  Fresno,  Glenn,  Kern,
Lake, Lassen, Madera,  Mendocino,  Merced, Nevada, Placer,  Sacramento,  Shasta,
Siskiyou,  Stanislaus,  Sutter,  Tehama,  Tulare,  Yolo and Yuba.  The Company's
operating policy since its inception has emphasized retail banking.  Most of the
Company's customers are retail customers and small to medium sized businesses.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  Management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including  those  related to the adequacy of the  allowance for loan
losses,  investments,  intangible assets,  income taxes and  contingencies.  The
Company  bases its  estimates  on  historical  experience  and on various  other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. The allowance for loan losses, goodwill and other intangible assets,
income  taxes,  and the  valuation of mortgage  servicing  rights,  are the only
accounting estimates that materially affect the Company's consolidated financial
statements.

Significant Group Concentration of Credit Risk
The Company grants agribusiness,  commercial, consumer, and residential loans to
customers  located  throughout the northern San Joaquin  Valley,  the Sacramento
Valley  and  northern  mountain  regions  of  California.   The  Company  has  a
diversified  loan  portfolio  within  the  business  segments  located  in  this
geographical area.

Cash and Cash Equivalents
For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.

Investment Securities
The Company  classifies its debt and marketable  equity  securities  into one of
three  categories:  trading,  available-for-sale  or  held-to-maturity.  Trading
securities  are bought and held  principally  for the  purpose of selling in the
near term.  Held-to-maturity  securities are those  securities which the Company
has the  ability and intent to hold until  maturity.  All other  securities  not
included in trading or  held-to-maturity  are classified as  available-for-sale.
During the six months ended June 30, 2005, and throughout  2004, the Company did
not have any securities classified as either held-to-maturity or trading.

                                      -6-
Available-for-sale  securities are recorded at fair value.  Unrealized gains and
losses,  net of the related tax effect,  on  available-for-sale  securities  are
reported as a separate  component  of  accumulated  other  comprehensive  income
(loss) in shareholders' equity until realized.

Premiums and  discounts  are  amortized or accreted over the life of the related
investment  security  as an  adjustment  to yield using the  effective  interest
method.  Dividend and interest income are recognized when earned. Realized gains
and losses for  securities  are included in earnings  and are derived  using the
specific  identification  method for  determining  the cost of securities  sold.
Unrealized  losses  due to  fluctuations  in fair  value of  securities  held to
maturity  or  available  for sale are  recognized  through  earnings  when it is
determined that an other than temporary decline in value has occurred.

Loans Held for Sale
Loans  originated  and intended for sale in the secondary  market are carried at
the  lower  of  aggregate  cost  or  fair  value,  as  determined  by  aggregate
outstanding  commitments from investors of current investor yield  requirements.
Net unrealized losses are recognized through a valuation allowance by charges to
income.  At June 30, 2005 and 2004,  and December  31, 2004,  the Company had no
loans held for sale.

Mortgage  loans held for sale are  generally  sold with the  mortgage  servicing
rights  retained by the Company.  The carrying  value of mortgage  loans sold is
reduced by the cost allocated to the associated mortgage servicing rights. Gains
or losses on sales of  mortgage  loans are  recognized  based on the  difference
between the selling price and the carrying  value of the related  mortgage loans
sold.

Loans
Loans are reported at the principal amount  outstanding,  net of unearned income
and the allowance for loan losses.  Loan  origination  and  commitment  fees and
certain  direct  loan  origination  costs are  deferred,  and the net  amount is
amortized as an adjustment of the related  loan's yield over the estimated  life
of the loan.  Loans on which the accrual of interest has been  discontinued  are
designated  as  nonaccrual  loans.  Accrual of  interest  on loans is  generally
discontinued  either  when  reasonable  doubt  exists  as to  the  full,  timely
collection  of interest or principal or when a loan becomes  contractually  past
due by 90 days or more with respect to interest or principal.  When loans are 90
days past due, but in Management's  judgment are well secured and in the process
of  collection,  they may be  classified  as  accrual.  When a loan is placed on
nonaccrual  status,  all  interest  previously  accrued  but  not  collected  is
reversed.  Income on such loans is then  recognized only to the extent that cash
is received and where the future  collection of principal is probable.  Interest
accruals are resumed on such loans only when they are brought fully current with
respect to interest and principal and when, in the judgment of  Management,  the
loans are estimated to be fully  collectible  as to both principal and interest.
All impaired loans are classified as nonaccrual loans.

Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans and deposit related overdrafts are charged against the
allowance for loan losses when Management  believes that the  collectibility  of
the  principal  is unlikely  or, with  respect to  consumer  installment  loans,
according to an  established  delinquency  schedule.  The allowance is an amount
that Management  believes will be adequate to absorb probable losses inherent in
existing  loans  and  leases,   based  on  evaluations  of  the  collectibility,
impairment and prior loss experience of loans and leases.  The evaluations  take
into  consideration  such  factors  as  changes  in the  nature  and size of the
portfolio,  overall portfolio  quality,  loan  concentrations,  specific problem
loans, and current economic conditions that may affect the borrower's ability to
pay. The Company defines a loan as impaired when it is probable the Company will
be unable to collect all amounts due according to the  contractual  terms of the
loan  agreement.  Impaired  loans are  measured  based on the  present  value of
expected future cash flows discounted at the loan's original  effective interest
rate. As a practical  expedient,  impairment may be measured based on the loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral  dependent.  When the measure of the  impaired  loan is less than the
recorded  investment in the loan, the impairment is recorded through a valuation
allowance.

                                      -7-
Reserve for Unfunded Commitments
The reserve for unfunded  commitments  is  established  through a provision  for
losses - unfunded  commitments charged to noninterest  expense.  The reserve for
unfunded  commitments is an amount that Management  believes will be adequate to
absorb  probable  losses  inherent in  existing  commitments,  including  unused
portions of  revolving  lines of credits  and other  loans,  standby  letters of
credits,  and unused  deposit  account  overdraft  privilege.  The  reserve  for
unfunded  commitments is based on evaluations of the  collectibility,  and prior
loss experience of unfunded commitments. The evaluations take into consideration
such  factors as changes in the nature and size of the loan  portfolio,  overall
loan portfolio quality, loan concentrations,  specific problem loans and related
unfunded  commitments,  and  current  economic  conditions  that may  affect the
borrower's or depositor's ability to pay.

Servicing
Servicing  assets are  recognized  as separate  assets when rights are  acquired
through  purchase or through  sale of  financial  assets.  Generally,  purchased
servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage  loans, a portion of the cost of  originating  the loan is allocated to
the servicing right based on relative fair value.  Fair value is based on market
prices  for  comparable  mortgage  servicing  contracts,   when  available,   or
alternatively,  is based on a valuation  model that calculates the present value
of estimated  future net  servicing  income.  The valuation  model  incorporates
assumptions  that  market  participants  would  use  in  estimating  future  net
servicing income, such as the cost to service,  the discount rate, the custodial
earnings  rate,  an inflation  rate,  ancillary  income,  prepayment  speeds and
default  rates and losses.  Capitalized  servicing  rights are reported in other
assets and are amortized into non-interest income in proportion to, and over the
period of, the estimated  future  servicing  income of the underlying  financial
assets.

Servicing  assets are evaluated for impairment  based upon the fair value of the
rights as compared to amortized  cost.  Impairment is determined by  stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type.  Impairment is recognized through a valuation
allowance for an individual  tranche, to the extent that fair value is less than
the capitalized amount for the tranche. If the Company later determines that all
or a portion of the  impairment  no longer  exists for a particular  tranche,  a
reduction of the allowance may be recorded as an increase to income.

Servicing fee income is recorded for fees earned for servicing  loans.  The fees
are based on a contractual percentage of the outstanding  principal;  or a fixed
amount per loan and are  recorded as income when  earned.  The  amortization  of
mortgage servicing rights is netted against loan servicing fee income.

The following table summarizes the Company's mortgage servicing rights recorded
in other assets as of June 30, 2005 and December 31, 2004.

                                 December 31,                          June 30,
   (Dollars in thousands)            2004     Additions   Reductions     2005
                                 -----------------------------------------------

   Mortgage Servicing Rights       $3,476          $412       ($306)     $3,582
   Valuation allowance                  -             -           -           -
                                 -----------------------------------------------
   Mortgage servicing rights, net
      of valuation allowance       $3,476          $412       ($306)     $3,582
                                 ===============================================

At June 30,  2005 and  December  31,  2004,  the  Company  serviced  real estate
mortgage  loans for others of $367 million and $368  million,  respectively.  At
June 30, 2005 and December 31, 2004,  the fair value of the  Company's  mortgage
servicing rights assets was $3,582,000 and $3,568,000, respectively.

Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business,  the Company has entered into commitments to
extend credit, including commitments under credit card arrangements,  commercial
letters of credit,  standby  letters of credit,  and deposit  account  overdraft
privilege. Such financial instruments are recorded when they are funded.

                                      -8-
Premises and Equipment
Land is carried at cost. Buildings and equipment, including those acquired under
capital  lease,   are  stated  at  cost  less   accumulated   depreciation   and
amortization.  Depreciation  and  amortization  expenses are computed  using the
straight-line  method over the estimated  useful lives of the related  assets or
lease terms.  Asset lives range from 3-10 years for  furniture and equipment and
15-40 years for land improvements and buildings.

Foreclosed Assets
Assets acquired  through,  or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,  establishing a
new cost basis.  Subsequent to  foreclosure,  management  periodically  performs
valuations  and the assets are carried at the lower of  carrying  amount or fair
value less cost to sell. Revenue and expenses from operations and changes in the
valuation allowance are included in other noninterest expense.

Goodwill and Other Intangible Assets
Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  The Company adopted the provisions of Financial  Accounting Standards
Board (FASB) Statement of Financial  Accounting  Standard No. 142,  Goodwill and
Other Intangible Assets (SFAS 142), as of January 1, 2002. Pursuant to SFAS 142,
goodwill and other intangible assets acquired in a purchase business combination
and determined to have an indefinite useful life are not amortized,  but instead
tested for  impairment at least  annually in accordance  with the  provisions of
SFAS 142. SFAS 142 also requires that  intangible  assets with estimable  useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual values,  and reviewed for impairment in accordance with FASB
Statement of Financial Accounting Standard No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets (SFAS 144).

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's core deposit intangibles as of June
30, 2005 and December 31, 2004.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------

   Core deposit intangibles        $13,643          -            -     $13,643
   Accumulated amortization         (9,201)         -        ($689)     (9,890)
                                  ----------------------------------------------
   Core deposit intangibles, net    $4,442          -        ($689)     $3,753
                                  ==============================================

Core deposit  intangibles are amortized over their expected  useful lives.  Such
lives are  periodically  reassessed  to  determine  if any  amortization  period
adjustments  are  indicated.   The  following  table  summarizes  the  Company's
estimated core deposit  intangible  amortization for each of the five succeeding
years from December 31, 2004:

                                               Estimated Core Deposit
                                               Intangible Amortization
                 Years Ended                    (Dollar in thousands)
                 -----------                   -----------------------

                    2005                               $1,381
                    2006                                1,395
                    2007                                  490
                    2008                                  523
                    2009                                  328
                 Thereafter                               325
                                                       ------
                                                       $4,442
                                                       ======

                                      -9-
The  following  table  summarizes  the  Company's   minimum  pension   liability
intangible as of June 30, 2005 and December 31, 2004.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Minimum pension liability
   intangible                        $966           -            -       $966
                                  ==============================================

Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon actuarial estimates.

The following table summarizes the Company's goodwill intangible as of June 30,
2005 and December 31, 2004.

                                  December 31,                         June 30,
  (Dollar in Thousands)              2004      Additions   Reductions    2005
                                  ----------------------------------------------
  Goodwill                          15,519          -            -      15,519
                                  ==============================================

Impairment of Long-Lived Assets and Goodwill
Long-lived  assets,  such as  property,  plant,  and  equipment,  and  purchased
intangibles subject to amortization, are reviewed for impairment whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable.  Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately  presented
in the balance  sheet and reported at the lower of the  carrying  amount or fair
value  less  costs  to sell,  and are no  longer  depreciated.  The  assets  and
liabilities of a disposed  group  classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

On December 31 of each year,  goodwill is tested for  impairment,  and is tested
for impairment  more  frequently if events and  circumstances  indicate that the
asset might be impaired. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value.  This  determination  is made at
the  reporting  unit  level  and  consists  of two  steps.  First,  the  Company
determines  the fair value of a reporting  unit and  compares it to its carrying
amount.  Second,  if the  carrying  amount of a reporting  unit exceeds its fair
value, an impairment loss is recognized for any excess of the carrying amount of
the reporting unit's goodwill over the implied fair value of that goodwill.  The
implied fair value of goodwill is determined by allocating the fair value of the
reporting unit in a manner similar to a purchase price allocation.  The residual
fair value after this allocation is the implied fair value of the reporting unit
goodwill.

Income Taxes
The  Company's  accounting  for income taxes is based on an asset and  liability
approach.  The Company  recognizes the amount of taxes payable or refundable for
the current  year,  and deferred tax assets and  liabilities  for the future tax
consequences  that have  been  recognized  in its  financial  statements  or tax
returns.  The  measurement  of  tax  assets  and  liabilities  is  based  on the
provisions of enacted tax laws.

                                      -10-
Stock-Based Compensation
The Company  uses the  intrinsic  value  method to account for its stock  option
plans (in accordance with the provisions of Accounting  Principles Board Opinion
No. 25).  Under this method,  compensation  expense is recognized  for awards of
options to purchase shares of common stock to employees under compensatory plans
only if the fair  market  value of the stock at the option  grant date (or other
measurement  date, if later) is greater than the amount the employee must pay to
acquire  the  stock.  Statement  of  Financial  Accounting  Standards  No.  123,
Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue
using the  intrinsic  value  method  or to adopt a fair  value  based  method to
account  for  stock  option  plans.  The fair  value  based  method  results  in
recognizing as expense over the vesting period the fair value of all stock-based
awards on the date of grant.  The  Company  has  elected to  continue to use the
intrinsic value method (see Recent Accounting Pronouncements).

Had  compensation  cost  for the  Company's  option  plans  been  determined  in
accordance  with SFAS 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
Three Months Ended June 30,      Six Months Ended June 30,
(in thousands, except per share amounts)      2005             2004           2005             2004
                                              ----             ----           ----             ----
Net income                   As reported    $5,737           $4,847         $10,976           $9,624
                               Pro forma    $5,624           $4,762         $10,777           $9,457
Basic earnings per share     As reported     $0.37            $0.31           $0.70            $0.62
                               Pro forma     $0.36            $0.30           $0.69            $0.61
Diluted earnings per share   As reported     $0.35            $0.30           $0.67            $0.59
                               Pro forma     $0.35            $0.29           $0.66            $0.58
Stock-based employee compensation
   cost, net of related tax effects,
   included in net income    As reported        $0               $0              $0               $0
                               Pro forma      $113              $85            $199             $167
The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes option pricing.

Earnings Per Share
Basic  earnings per share  represents  income  available to common  shareholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustments  to income  that would  result from  assumed  issuance.
Potential  common  shares that may be issued by the Company  relate  solely from
outstanding stock options, and are determined using the treasury stock method.

Earnings per share have been computed based on the following:
Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2005       2004       2005     2004
                                                            ------------------    ----------------
Net income                                                  $5,737      $4,847    $10,976   $9,624

Average number of common shares outstanding                 15,702      15,640     15,716   15,628
Effect of dilutive stock options                               587         575        612      586
                                                            ------------------    ----------------
Average number of common shares outstanding
   used to calculate diluted earnings per share             16,289      16,215     16,328   16,214
                                                            ==================    ================
-11-
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains
and losses be  included in net income.  Although  certain  changes in assets and
liabilities,   such  as  unrealized  gains  and  losses  on   available-for-sale
securities,  are reported as a separate  component of the equity  section of the
balance  sheet,   such  items,   along  with  net  income,   are  components  of
comprehensive income.

The components of other comprehensive  income (loss) and related tax effects are
as follows:
Three months ended June 30,         Six Months Ended June 30,
                                             --------------------------          -------------------------
                                                 2005          2004                 2005           2004
                                             --------------------------          -------------------------
(in thousands)
Unrealized holding gains (losses) on
   available-for-sale securities               $1,307       ($7,508)             ($1,926)        ($6,47)
Tax effect                                       (533)        3,098                  810          2,679
                                             --------------------------          -------------------------
Unrealized holding gains (losses) on
   available-for-sale securities, net of tax     $774       ($4,410)             ($1,116)       ($3,798)
                                             ==========================          =========================
The   components  of  accumulated   other   comprehensive   loss,   included  in
shareholders' equity, are as follows:
June 30,         December 31,
                                                                        2005               2004
                                                                     -----------------------------
(in thousands)
Net unrealized (losses) gains on available-for-sale securities         ($919)             $1,007
Tax effect                                                               386                (424)
                                                                     -----------------------------
Unrealized holding (losses) gains on
   available-for-sale securities, net of tax                           ($533)                583
                                                                     -----------------------------
Minimum pension liability                                             (1,559)             (1,559)
Tax effect                                                               624                 624
                                                                     -----------------------------
Minimum pension liability, net of tax                                   (935)               (935)
                                                                     -----------------------------
Accumulated other comprehensive loss                                 ($1,468)              ($352)
                                                                     =============================
Retirement Plans
The  Company  has  supplemental  retirement  plans  covering  directors  and key
executives.  These  plans  are  non-qualified  defined  benefit  plans  and  are
unsecured and unfunded.  The Company has purchased insurance on the lives of the
participants  and  intends to use the cash  values of these  policies to pay the
retirement obligations.

The following table sets forth the net periodic  benefit cost recognized for the
plans:
Three Months         Six Months
                                                               Ended June 30,      Ended June 30,
(in thousands)                                                2005       2004       2005     2004
                                                              ----       ----       ----     ----
Net pension cost included the following components:
Service cost-benefits earned during the period                $105       $117       $209     $151
Interest cost on projected benefit obligation                  135        144        268      248
Amortization of net obligation at transition                    56         (3)       112        5
Amortization of prior service cost                              24         34         48       54
Recognized net actuarial loss                                    1         18          2       55
                                                              -----------------------------------
Net periodic pension cost                                     $321       $310       $639     $513
                                                              ===================================
During the six months ended June 30, 2005 and 2004, the Company  contributed and
paid out as benefits $269,000 and $265,000,  respectively, to participants under
the plans.  For the year  ending  December  31,  2005,  the  Company  expects to
contribute and pay out as benefits $526,000 to participants under the plans.

                                      -12-
Recent Accounting Pronouncements
In December 2003, the FASB issued FASB  Interpretation  No. 46 (revised December
2003),  Consolidation of Variable  Interest  Entities (FIN 46R), which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity  through  means other than voting  rights and  accordingly
should  consolidate  the entity.  FIN 46R replaces FASB  Interpretation  No. 46,
Consolidation of Variable Interest Entities (VIEs),  which was issued in January
2003.  The Company was  required to apply FIN 46R to variable  interests in VIEs
created after December 31, 2003.  For variable  interests in VIEs created before
January 1, 2004,  the FIN 46R will be applied  beginning on January 1, 2005. For
any VIEs  that must be  consolidated  under  FIN 46R that  were  created  before
January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE
initially  would be  measured  at their  carrying  amounts  with any  difference
between the net amount added to the balance sheet and any previously  recognized
interest being recognized as the cumulative  effect of an accounting  change. If
determining the carrying amounts is not practicable,  fair value at the date FIN
46R  first  applies  may  be  used  to  measure  the  assets,   liabilities  and
noncontrolling interest of the VIE. The Company currently does not have any VIEs
that are within the scope of this Statement.

In December 2003,  FASB issued FASB Statement of Financial  Accounting  Standard
No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits
(SFAS 132 revised),  which prescribes employers' disclosures about pension plans
and other  postretirement  benefit plans;  it does not change the measurement or
recognition  of those  plans.  SFAS  132  retains  and  revises  the  disclosure
requirements  contained in the original  SFAS 132. It also  requires  additional
disclosures about the assets, obligations,  cash flows, and net periodic benefit
cost of defined  benefit pension plans and other  postretirement  benefit plans.
SFAS 132 generally is effective for fiscal years ending after December 15, 2003.
Disclosures  required  by this  standard  are  included  in the  notes  to these
consolidated financial statements.

In December  2004,  the FASB  issued  FASB  Statement  of  Financial  Accounting
Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires
all  share-based  payments to  employees,  including  grants of  employee  stock
options, to be recognized in the financial statements based on their fair values
beginning with the first interim  reporting  period of the Company's fiscal year
beginning  after June 15, 2005,  with early adoption  encouraged.  The pro forma
disclosures previously permitted under SFAS 123 no longer will be an alternative
to financial statement  recognition.  The Company is required to adopt SFAS 123R
on January 1, 2006.  Under SFAS 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.  The transition methods include  prospective and retroactive  adoption
options.  Under the retroactive option,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
prospective  method  requires  that  compensation  expense be  recorded  for all
unvested stock options at the beginning of the first quarter of adoption of SFAS
123R, while the retroactive  methods would record  compensation  expense for all
unvested  stock options and  restricted  stock  beginning  with the first period
restated.  The Company is evaluating the  requirements  of SFAS 123R and expects
that the adoption of SFAS 123R will not have a material  impact on the Company's
consolidated  results of operations and earnings per share.  The Company has not
yet  determined  the method of adoption or the effect of adopting SFAS 123R, and
it has not  determined  whether the  adoption  will  result in amounts  that are
similar to the current pro forma disclosures under SFAS 123.

In March 2004, the United States Securities and Exchange Commission (SEC) issued
SEC Staff Accounting Bulletin No. 105,  Application of Accounting  Principles to
Loan  Commitments  (SAB 105), which summarizes the views of the staff of the SEC
regarding the application of generally  accepted  accounting  principles to loan
commitments accounted for as derivative  instruments.  SAB 105 provides that the
fair value of recorded loan  commitments  that are accounted for as  derivatives
under SFAS 133,  Accounting for Derivative  Instruments and Hedging  Activities,
should not  incorporate the expected future cash flows related to the associated
servicing of the future  loan.  In addition,  SAB 105  requires  registrants  to
disclose their accounting policy for loan commitments. The provisions of SAB 105
must be  applied  to loan  commitments  accounted  for as  derivatives  that are
entered into after March 31, 2004. The adoption of this accounting  standard did
not have any impact on the Company's  consolidated  financial statements.  there
were no loan  committments  requiring  accounting under this standard as of June
30, 2005.

In December 2003, the American Institute of Certified Public Accountants (AICPA)
issued  Statement  of Position No. 03-3,  Accounting  for Certain  Loans or Debt
Securities  Acquired in a Transfer (SOP 03-3),  which  addresses  accounting for
differences  between  the  contractual  cash  flows of  certain  loans  and debt
securities  and the cash  flows  expected  to be  collected  when  loans or debt
securities  are  acquired  in a  transfer  and those cash flow  differences  are
attributable,  at least in part, to credit quality. As such, SOP 03-3 applies to
loans  and  debt  securities  acquired  individually,  in  pools or as part of a
business  combination and does not apply to originated loans. The application of

                                      -13-
SOP 03-3 limits the  interest  income,  including  accretion  of purchase  price
discounts,  that may be  recognized  for  certain  loans  and  debt  securities.
Additionally,  SOP 03-3 does not allow the excess of contractual cash flows over
cash flows  expected to be collected to be recognized as an adjustment of yield,
loss accrual or valuation  allowance,  such as the  allowance  for possible loan
losses.  SOP 03-3 requires that  increases in expected cash flows  subsequent to
the initial  investment be recognized  prospectively  through  adjustment of the
yield on the  loan or debt  security  over  its  remaining  life.  Decreases  in
expected  cash flows should be recognized  as  impairment.  In the case of loans
acquired  in a  business  combination  where  the  loans  show  signs of  credit
deterioration,  SOP 03-3 represents a significant  change from current  purchase
accounting  practice  whereby  the  acquiree's  allowance  for  loan  losses  is
typically  added  to the  acquirer's  allowance  for  loan  losses.  SOP 03-3 is
effective  for loans  and debt  securities  acquired  by the  Company  beginning
January 1, 2005.  The  adoption of this new  standard is not  expected to have a
material impact on the Company's consolidated financial statements.

Reclassifications
Certain amounts previously  reported in the 2004 financial  statements have been
reclassified  to conform to the 2005  presentation.  Additionally,  in the first
quarter of 2005, the Company  reclassified the reserve for unfunded  commitments
from the allowance for loan losses to other  liabilities,  and  reclassified the
provision for unfunded  commitments  from the provision for loan losses to other
noninterest expense. These  reclassifications did not affect previously reported
net  income or total  shareholders'  equity.  Share  and per share  data for all
periods  have been  adjusted to reflect the  2-for-1  stock split  effected as a
stock  dividend  which was paid on April 30, 2004 to  shareholders  of record on
April 9, 2004.

                                      -14-
TRICO BANCSHARES
                                Financial Summary
           (dollars in thousands, except per share amounts; unaudited)
Three months ended            Six months ended
                                                            June 30,                     June 30,
                                                ------------------------------------------------------------
                                                      2005             2004        2005            2004
                                                ------------------------------------------------------------
Net Interest Income (FTE)                           $19,361          $17,811     $38,117         $34,958
Provision for loan losses                              (561)          (1,305)       (661)         (1,918)
Noninterest income                                    6,310            6,942      11,637          12,697
Noninterest expense                                 (15,517)         (15,407)    (30,630)        (29,790)
Provision for income taxes (FTE)                     (3,856)          (3,194)     (7,487)         (6,323)
                                                ------------------------------------------------------------
Net income                                           $5,737           $4,847     $10,976          $9,624
                                                ============================================================
Earnings per share2:
    Basic                                             $0.37            $0.31       $0.70           $0.62
    Diluted                                           $0.35            $0.30       $0.67           $0.59
Per share2:
    Dividends paid                                    $0.11            $0.11       $0.22           $0.21
    Book value at period end                          $9.10            $8.20
    Tangible book value at period end                 $7.81            $6.87

Average common shares outstanding2                   15,702           15,640      15,716          15,628
Average diluted shares outstanding2                  16,289           16,215      16,328          16,214
Shares outstanding at period end                     15,684           15,640
At period end:
    Loans, net                                   $1,235,160       $1,063,851
    Total assets                                  1,720,643        1,546,089
    Total deposits                                1,400,177        1,267,352
    Other borrowings                                 27,628           22,866
    Junior subordinated debt                         41,238           41,238
    Shareholders' equity                           $142,768         $128,320
Financial Ratios:
During the period (annualized):
    Return on assets                                  1.37%            1.29%       1.33%           1.31%
    Return on equity                                 16.03%           14.97%      15.43%          14.89%
    Net interest margin1                              5.12%            5.27%       5.12%           5.31%
    Net loan charge-offs to average loans             0.08%            0.03%       0.05%           0.04%
    Efficiency ratio1                                60.45%           62.24%      61.56%          62.51%
At Period End:
    Equity to assets                                  8.30%            8.30%
    Total capital to risk assets                     11.53%           12.40%
    Allowance for losses to loans3                    1.32%            1.44%
1 Fully taxable equivalent (FTE)
2 Share and per share data for all  periods  have been  adjusted  to reflect the
  2-for-1 stock split paid on April 30, 2004.
3 Allowance  for losses  includes  allowance  for loan  losses and  reserve for
  unfunded commitments.

                                      -15-
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

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

Critical Accounting Policies and Estimates
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent  assets and liabilities.  On an on-going basis, the Company evaluates
its estimates, including those related to the adequacy of the allowance for loan
losses, intangible assets, and contingencies. The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions. (See caption "Allowance for
Loan Losses" for a more detailed discussion).

Results of Operations
The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  changes and trends related to the Company and
the  Bank's  financial  condition,   operating  results,   asset  and  liability
management,  liquidity and capital  resources and should be read in  conjunction
with the Consolidated Financial Statements of the Company and the Notes thereto.

Following is a summary of the components of fully taxable equivalent ("FTE") net
income for the periods indicated (dollars in thousands):

                                    Three months ended        Six months ended
                                          June 30,                 June 30,
                                ------------------------------------------------
                                   2005           2004        2005        2004
                                ------------------------------------------------
Net Interest Income (FTE)        $19,361        $17,811     $38,117    $34,958
Provision for loan losses           (561)        (1,305)       (661)    (1,918)
Noninterest income                 6,310          6,942      11,637     12,697
Noninterest expense              (15,517)       (15,407)    (30,630)   (29,790)
Provision for income taxes (FTE)  (3,856)        (3,194)     (7,487)    (6,323)
                                ------------------------------------------------
Net income                        $5,737         $4,847     $10,976      9,624
                                ================================================

The Company had quarterly  earnings of  $5,737,000,  or $0.35 per diluted share,
for the three  months  ended June 30,  2005.  These  results  represent  a 16.7%
increase from the $0.30 earnings per diluted share reported for the three months
ended June 30, 2004 on earnings of $4,847,000.  The  improvement in results from
the  year-ago  quarter  was  due  to  a  $1,550,000  (8.7%)  increase  in  fully
tax-equivalent  net  interest  income to  $19,361,000,  and a  $744,000  (57.0%)
decrease in provision for loan losses. These contributing factors were partially
offset by a $632,000 (9.1%)  decrease in noninterest  income to $6,310,000 and a
$110,000 (0.7%)  increase in noninterest  expense to $15,517,000 for the quarter
ended June 30, 2005.

The Company  reported  earnings of $10,976,000,  or $0.67 per diluted share, for
the six months ended June 30, 2005.  These  results  represent a 13.6%  increase
from the $0.59 earnings per diluted share reported for the six months ended June
30, 2004 on earnings of $9,624,000. The improvement in results from the year-ago
period was due to a  $3,159,000  (9.0%)  increase  in fully  tax-equivalent  net
interest income to $38,117,000,  and a $1,257,000  (65.5%) decrease in provision
for loan losses to $661,000. These contributing factors were partially offset by
a $1,060,000 (8.3%) decrease in noninterest income to $11,637,000 and a $840,000
(2.8%)  increase in noninterest  expense to $30,630,000 for the six months ended
June 30, 2005.

                                      -16-
Net Interest Income
Following is a summary of the components of net interest  income for the periods
indicated (dollars in thousands):
Three months ended             Six months ended
                                                  June 30,                      June 30,
                                         -------------------------------------------------------
                                              2005         2004             2005         2004
                                         -------------------------------------------------------
Interest income                        $23,910      $20,628          $46,546      $40,540
     Interest expense                        (4,789)      (3,087)          (8,910)      (6,101)
     FTE adjustment                             240          270              481          519
                                         -------------------------------------------------------
        Net interest income (FTE)           $19,361      $17,811          $38,117      $34,958
                                         =======================================================
     Average interest-earning assets     $1,511,668   $1,351,774       $1,487,848   $1,316,403

     Net interest margin (FTE)                5.12%        5.27%            5.12%        5.31%
The  Company's  primary  source  of  revenue  is  net  interest  income,  or the
difference  between  interest  income on  interest-earning  assets and  interest
expense in  interest-bearing  liabilities.  Net interest income (FTE) during the
second quarter of 2005 increased  $1,550,000 (8.7%) from the same period in 2004
to  $19,361,000.  The  increase  in  net  interest  income  (FTE)  was  due to a
$159,894,000 (11.8%) increase in average balances of interest-earning  assets to
$1,511,668,000 offset by a 0.15% decrease in net interest margin (FTE) to 5.12%.

Net  interest  income  (FTE)  during  the  first six  months  of 2005  increased
$3,159,000  (9.0%) from the same period in 2004 to $38,117,000.  The increase in
net interest income (FTE) was due to a $171,445,000  (13.0%) increase in average
balances of interest-earning assets to $1,487,848,000 offset by a 0.19% decrease
in net interest margin (FTE) to 5.12%.

Interest and Fee Income
Interest  and  fee  income  (FTE)  for the  second  quarter  of  2005  increased
$3,252,000  (15.6%)  from the second  quarter of 2004.  The increase was the net
effect of a $159,894,000 (11.8%) increase in average  interest-earning assets to
$1,511,668,000   and  a  0.21%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.39%. The growth in interest-earning assets was due
to a $179,636,000  (17.5%)  increase in average loan balances to  $1,209,061,000
that was  partially  offset by a  decrease  of  $20,790,000  (6.5%)  in  average
balances of  investments to  $301,135,000.  The increase in the yield on average
interest-earning  assets  was  mainly  due  to a  0.41%  increase  in  yield  on
investments  to  4.57%  as the  yield on loans  increased  0.03% to  6.85%.  The
relative flatness in yield in loans from the year-ago  quarter,  despite a 2.25%
increase  in the  prime  rate  from June 30,  2004 to June 30,  2005,  is due to
long-term rates having generally held steady or fallen over this period, and new
prime based loans such as home equity lines of credit  being  offered at spreads
to the prime  rate that are lower  than they were in the  year-ago  period.  The
increase in yields on investments was mainly due to maturities of  shorter-term,
lower yielding investments.

Interest and fee income  (FTE) for the six months ended June 30, 2005  increased
$5,968,000 (14.5%) from the same period of 2004. The increase was the net effect
of a  $171,445,000  (13.0%)  increase  in  average  interest-earning  assets  to
$1,487,848,000   and  a  0.08%   increase   in  the   yield  on  those   average
interest-earning  assets to 6.32%. The growth in interest-earning assets was due
to a $187,941,000  (18.8%)  increase in average loan balances to  $1,188,050,000
that was  partially  offset by a  decrease  of  $15,121,000  (4.8%)  in  average
balances of  investments to  $298,758,000.  The increase in the yield on average
interest-earning  assets  was  mainly  due  to a  0.23%  increase  in  yield  on
investments  to  4.54%  as the  yield on loans  decreased  0.09% to  6.77%.  The
decrease in yield in loans from the year-ago period, despite a 2.25% increase in
the prime rate from June 30, 2004 to June 30, 2005,  is due to  long-term  rates
having  generally  held steady or fallen over this  period,  and new prime based
loans such as home equity lines of credit being  offered at spreads to the prime
rate that are lower  than they were in the  year-ago  period.  The  increase  in
yields on  investments  was  mainly due to  maturities  of  shorter-term,  lower
yielding investments.

                                      -17-
Interest Expense
Interest  expense  increased  $1,702,000  (55.1%)  to  $4,789,000  in the second
quarter  of 2005  compared  to the  year-ago  quarter.  The  average  balance of
interest-bearing  liabilities increased $101,654,000 (9.4%) to $1,186,109,000 in
the second quarter compared to the year-ago quarter. The increase in the average
balance of  interest-bearing  liabilities was  concentrated in time deposits (up
$101,015,000  or 37.4%),  interest-bearing  demand  deposits (up  $11,538,000 or
5.0%),  and junior  subordinated  debt (up  $18,557,000  or 81.8%).  The average
balance  of  Federal  funds  purchased  was down  $23,221,000  (41.7%)  from the
year-ago  quarter.  In  addition,  the  average  balance of  noninterest-bearing
deposits increased  $53,598,000  (19.9%) from the year-ago quarter.  The average
rate paid on  interest-bearing  liabilities  in the quarter  ended June 30, 2005
increased 0.48% to 1.62% compared to the year-ago quarter. The average rate paid
for all  categories  of  interest-bearing  liabilities  except other  borrowings
increased  from the  average  rate paid in the  year-ago  quarter as a result of
general market interest rate changes.

Interest expense increased  $2,809,000  (46.0%) to $8,910,000 for the six months
ended June 30, 2005 compared to $6,101,000 in the year-ago  period.  The average
balance  of  interest-bearing  liabilities  increased  $116,741,000  (11.1%)  to
$1,168,057,000  for the six months ended June 30, 2005  compared to the year-ago
period.  The increase in  interest-bearing  liabilities was concentrated in time
deposits (up $80,110,000 or 29.6%), and junior subordinated debt (up $19,588,000
or 90.5%).  In addition,  for the six months  ended June 30,  2005,  the average
balance of  noninterest-bearing  deposits increased $47,129,000 (17.5%) from the
year-ago period.  The average rate paid on  interest-bearing  liabilities in the
six month period ended June 30, 2005  increased  0.37% to 1.53%  compared to the
year-ago period as a result of general market interest rate changes.

Net Interest Margin (FTE)
The  following  table  summarizes  the  components of the Company's net interest
margin for the periods indicated:

                                   Three months ended          Six months ended
                                        June 30,                   June 30,
                                   ---------------------------------------------
                                    2005         2004         2005         2004
                                   ---------------------------------------------

Yield on interest-earning assets    6.39%        6.18%        6.32%        6.24%
Rate paid on interest-bearing
     Liabilities                    1.62%        1.14%        1.53%        1.16%
                                   ---------------------------------------------
     Net interest spread            4.77%        5.04%        4.79%        5.08%
Impact of all other net
     noninterest-bearing funds      0.35%        0.23%        0.33%        0.23%
                                   ---------------------------------------------
        Net interest margin         5.12%        5.27%        5.12%        5.31%
                                   =============================================

Net interest  margin in the second quarter of 2005  decreased  0.15% compared to
the second quarter of 2004.  This decrease in net interest margin was mainly due
to  essentially  no  increase  in average  yield on loans,  a 0.41%  increase in
average  yield on  investments,  and 0.48%  increase in the average rate paid on
interest-bearing   liabilities.   As  a  result,  the  average  yield  on  total
interest-earning  assets  increased  only 0.21%,  while the average rate paid on
interest-bearing liabilities increased 0.48%.

Net  interest  margin for the six months  ended June 30,  2005  decreased  0.19%
compared to the six months  ended June 30, 2004.  This  decrease in net interest
margin was mainly due to a 0.09%  decrease  in average  yield on loans,  a 0.23%
increase in average yield on investments, and 0.37% increase in the average rate
paid on  interest-bearing  liabilities.  As a result, the average yield on total
interest-earning  assets  increased  only 0.08%,  while the average rate paid on
interest-bearing liabilities increased 0.37%.

                                      -18-
Summary of Average Balances, Yields/Rates and Interest Differential
The following tables present, for the periods indicated,  information  regarding
the Company's consolidated average assets, liabilities and shareholders' equity,
the  amounts  of  interest  income  from  average  interest-earning  assets  and
resulting  yields,  and the amount of interest expense paid on  interest-bearing
liabilities.  Average loan balances include nonperforming loans. Interest income
includes  proceeds  from  loans on  nonaccrual  loans  only to the  extent  cash
payments have been received and applied to interest income. Yields on securities
and  certain  loans have been  adjusted  upward to reflect  the effect of income
thereon  exempt from federal income  taxation at the current  statutory tax rate
(dollars in thousands).
For the three months ended
                                       ----------------------------------------------------------------
                                               June 30, 2005                     June 30, 2004
                                       -----------------------------     ------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
Assets:
Loans                                  $1,209,061  $20,701    6.85%     $1,029,425 $17,551     6.82%
Investment securities - taxable           268,213    2,785    4.15%        287,058   2,638     3.68%
Investment securities - nontaxable         32,922      654    7.95%         34,870     708     8.12%
Federal funds sold                          1,472       10    2.72%            421       1     0.95%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,511,668   24,150    6.39%      1,351,774  20,898     6.18%
Other assets                              167,985  --------                153,487 --------
                                       ----------                       ----------
Total assets                           $1,679,653                       $1,505,261
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $241,416      121    0.20%       $229,878     105     0.18%
Savings deposits                          471,709      869    0.74%        482,796     857     0.71%
Time deposits                             371,491    2,627    2.83%        270,476   1,425     2.11%
Federal funds purchased                    32,553      249    3.06%         55,754     150     1.08%
Other borrowings                           27,702      329    4.75%         22,870     320     5.60%
Junior subordinated debt                   41,238      594    5.76%         22,681     230     4.06%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,186,109    4,789    1.62%      1,084,455   3,087     1.14%
Noninterest-bearing deposits              322,920  --------                269,322 --------
Other liabilities                          27,428                           22,003
Shareholders' equity                      143,196                          129,481
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,679,653                       $1,505,261
                                       ==========                       ==========
Net interest spread(1)                                        4.77%                            5.04%
Net interest income and interest margin(2)         $19,361    5.12%                $17,811     5.27%
                                                   =================               ====================
(1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.

                                      -19-
For the six months ended
                                       ----------------------------------------------------------------
                                               June 30, 2005                     June 30, 2004
                                       -----------------------------    -------------------------------
                                                   Interest    Rates               Interest    Rates
                                         Average   Income/    Earned     Average   Income/    Earned
                                         Balance   Expense     Paid      Balance   Expense     Paid
                                       -----------------------------    -------------------------------
Assets:
Loans                                  $1,188,050  $40,228    6.77%     $1,000,109 $34,290     6.86%
Investment securities - taxable           266,114    5,475    4.11%        278,708   5,359     3.85%
Investment securities - nontaxable         32,644    1,310    8.03%         35,171   1,399     7.96%
Federal funds sold                          1,040       14    2.69%          2,415      11     0.91%
                                       -----------------------------    -------------------------------
Total interest-earning assets           1,487,848   47,027    6.32%      1,316,403  41,059     6.24%
Other assets                              166,392  --------                156,704 --------
                                       ----------                       ----------
0Total assets                          $1,654,240                       $1,473,107
                                       ==========                       ==========
Liabilities and shareholders' equity:
Interest-bearing demand deposits         $240,349      242    0.20%       $226,193     205     0.18%
Savings deposits                          477,085    1,739    0.73%        475,268   1,764     0.74%
Time deposits                             350,917    4,721    2.69%        270,807   2,867     2.12%
Federal funds purchased                    30,561      421    2.76%         34,523     184     1.07%
Other borrowings                           27,907      656    4.70%         22,875     640     5.60%
Junior subordinated debt                   41,238    1,131    5.49%         21,650     441     4.07%
                                       -----------------------------    -------------------------------
Total interest-bearing liabilities      1,168,057    8,910    1.53%      1,051,316   6,101     1.16%
Noninterest-bearing deposits              316,949  --------                269,820 --------
Other liabilities                          27,004                           22,664
Shareholders' equity                      142,230                          129,307
                                       ----------                       ----------
Total liabilities and shareholders'
  equity                               $1,654,240                       $1,473,107
                                       ==========                       ==========
Net interest spread(1)                                        4.79%                            5.08%
Net interest income and interest margin(2)         $38,117    5.12%                $34,958     5.31%
                                                   =================               ====================
(1) Net interest spread represents the average yield earned on interest-earning
     assets minus the average rate paid on interest-bearing liabilities.
 (2) Net  interest  margin is computed by  calculating  the  difference  between
     interest   income  and   expense,   divided  by  the  average   balance  of
     interest-earning assets.

                                      -20-
Summary of  Changes in  Interest  Income and  Expense  due to Changes in Average
Asset & Liability Balances and Yields Earned & Rates Paid

The following tables set forth a summary of the changes in interest income (FTE)
and  interest  expense  from  changes in average  asset and  liability  balances
(volume)  and  changes  in average  interest  rates for the  periods  indicated.
Changes  not  solely  attributable  to volume or rates  have been  allocated  in
proportion to the respective volume and rate components (dollars in thousands).

                                             Three months ended June 30, 2005
                                                compared with three months
                                                    ended June 30, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $3,063        $87      $3,150
Investment securities                           (216)       309          93
Federal funds sold                                 2          7           9
                                             ---------------------------------
   Total interest-earning assets               2,849        403       3,252
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                   5         11          16
Savings deposits                                 (20)        32          12
Time deposits                                    533        669       1,202
Federal funds purchased                          (63)       162          99
Other borrowings                                  68        (59)          9
Junior subordinated debt                         188        176         364
                                             ---------------------------------
   Total interest-bearing liabilities            711        991       1,702
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $2,138      ($588)     $1,550
                                             =================================

                                              Six months ended June 30, 2005
                                                 compared with six months
                                                    ended June 30, 2004
                                             ---------------------------------
                                              Volume       Rate       Total
                                             ---------------------------------
Increase (decrease) in interest income:
Loans                                         $6,446      ($508)     $5,938
Investment securities                           (326)       353          27
Federal funds sold                                (6)         9           3
                                             ---------------------------------
   Total interest-earning assets               6,114       (146)      5,968
                                             ---------------------------------
Increase (decrease) in interest expense:
Interest-bearing demand deposits                  13         24          37
Savings deposits                                   7        (32)        (25)
Time deposits                                    849      1,005       1,854
Federal funds purchased                          (21)       258         237
Other borrowings                                 141       (125)         16
Junior subordinated debt                         399        291         690
                                             ---------------------------------
   Total interest-bearing liabilities          1,388      1,421       2,809
                                             ---------------------------------
Increase (decrease) in Net Interest Income    $4,726    ($1,567)     $3,159
                                             =================================

                                      -21-
Provision for Loan Losses
The Company provided $561,000 for loan losses in the second quarter of 2005
versus $1,305,000 in the second quarter of 2004. During the second quarter of
2005, the Company recorded $232,000 of net loan charge offs versus $69,000 of
net loan charge-offs in the year earlier quarter.

The Company provided $661,000 for loan losses during the six months ended June
30, 2005 versus $1,918,000 during the six months ended June 30, 2004. During the
six months ended June 30, 2005, the Company recorded $294,000 of net loan
charge-offs versus $194,000 of net loan charge-offs in the year earlier
six-month period.

Noninterest Income
The following  table  summarizes the  components of  noninterest  income for the
periods indicated (dollars in thousands).
Three months ended             Six months ended
                                                      June 30,                      June 30,
                                               ----------------------------------------------------
                                                 2005          2004            2005          2004
                                               ----------------------------------------------------
Service charges on deposit accounts        $3,342        $3,407          $6,376        $6,604
     ATM fees and interchange                      781           665           1,493         1,246
     Other service fees                            520           484           1,004           947
     Amortization of mortgage servicing rights    (138)         (216)           (306)         (406)
     Recovery of mortgage servicing
       rights valuation allowance                    -           570               -           600
     Gain on sale of loans                         429           433             721         1,058
     Commissions on sale of
       nondeposit investment products              660           587           1,192         1,129
     Gain on sale of other real estate               -           182               -           182
     Increase in cash value of life insurance      400           432             620           864
     Other noninterest income                      316           398             537           473
                                               ----------------------------------------------------
     Total noninterest income                   $6,310        $6,942         $11,637       $12,697
                                               ====================================================
Noninterest  income for the second quarter of 2005 decreased  $632,000 (9.1%) to
$6,310,000 from $6,942,000 in the year-ago quarter.  Included in the results for
the quarter  ended June 30, 2004 was a $570,000  recovery of mortgage  servicing
rights valuation allowance, and $182,000 from gain on sale of other real estate.
Excluding  these items,  noninterest  income for the quarter ended June 30, 2004
would have been  $6,190,000,  and the $6,310,000 of  noninterest  income for the
quarter ended June 30, 2005 would have represented a $120,000 (1.9%) increase.

Noninterest  income for the six months ended June 30, 2005 decreased  $1,060,000
(8.4%) to $11,637,000 from  $12,697,000 in the same period in 2004.  Included in
the  results for the six months  ended June 30, 2004 was a $600,000  recovery of
mortgage servicing rights valuation allowance, and $182,000 from gain on sale of
other real estate.  Excluding these items, noninterest income for the six months
ended  June 30,  2004  would  have  been  $11,915,000,  and the  $11,637,000  of
noninterest income for the six months ended June 30, 2005 would have represented
a $278,000 (2.3%) decrease. For the six months ended June 30, 2005, gain on sale
of loans decreased  $337,000  (31.9%) to $721,000  compared to $1,058,000 in the
year-ago period.

                                      -22-
Noninterest Expense
The following  table  summarizes the  components of noninterest  expense for the
periods indicated (dollars in thousands).
Three months ended             Six months ended
                                                  June 30,                      June 30,
                                            ----------------------------------------------------
                                              2005          2004           2005           2004
                                            ----------------------------------------------------
Salaries & benefits                     $8,408        $8,440         $16,777       $16,607
     Equipment                                1,076           913           2,069         1,850
     Occupancy                                1,006         1,004           1,986         1,947
     Telecommunications                         409           421             793           796
     Data processing and software               409           400             783           783
     ATM network charges                        408           325             779           620
     Intangible amortization                    346           342             689           673
     Advertising and marketing                  335           234             677           425
     Courier service                            290           269             568           531
     Professional fees                          274           598             681         1,107
     Postage                                    234           235             471           467
     Assessments                                 77            73             153           145
     Operational losses                          46           112              72           152
     Other                                    2,199         2,041           4,132         3,687
                                            ----------------------------------------------------
     Total                                  $15,517       $15,407         $30,630       $29,790
                                            ====================================================
     Average full time equivalent staff         573           539             569           536
     Noninterest expense to revenue (FTE)    60.45%        62.24%          61.56%        62.51%
Noninterest  expense for the second quarter of 2005 increased $110,000 (0.7%) to
$15,517,000  from  $15,407,000  in the second  quarter of 2004.  The increase in
noninterest  expense was the result of a $32,000  (0.4%)  decrease in salary and
benefit  expense  to  $8,408,000  offset by a  $142,000  net  increase  in other
noninterest expense categories.  The decrease in salary and benefits expense was
the net result of annual salary  increases,  new  employees  from the opening of
de-novo  branches in Woodland  (November  2004),  and Lincoln  (February  2005),
offset by reduced  incentive  commissions,  overtime,  and workers  compensation
expense.  Included in the  $142,000  net  increase in other  noninterest  income
categories  was a  $101,000  increase  in  advertising  expense,  and a $324,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Noninterest  expense for the first six months of 2005 increased  $840,000 (2.8%)
to $30,630,000 from $29,790,000 in the first six months of 2004. The increase in
noninterest  expense was due to a $170,000 (1.0%) increase in salary and benefit
expense to $16,777,000 and a $670,000 net increase in other noninterest  expense
categories.  The increase in salary and  benefits  expense was the net result of
annual salary increases,  and new employees from the opening of de-novo branches
in Woodland  (November  2004),  and Lincoln  (February  2005) that was partially
offset by reduced  incentive  commissions,  overtime,  and workers  compensation
expense.  Included in the  $670,000  net  increase in other  noninterest  income
categories  was a  $252,000  increase  in  advertising  expense,  and a $426,000
decrease in professional  fees. The decrease in professional fees was mainly due
to the  expiration of  consulting  services  related to the Company's  overdraft
privilege product,  the expiration of which is not expected to have an impact on
revenue from the overdraft privilege product.

Provision for Income Tax
The  effective  tax rate for the three  months ended June 30, 2005 was 38.7% and
reflects an increase  from 37.6% for the three months  ended June 30, 2004.  The
effective tax rate for the six months ended June 30, 2005 was 39.0% and reflects
an increase from 37.6% for the six months ended June 30, 2004. The provision for
income  taxes  for  all  periods  presented  is  primarily  attributable  to the
respective  level  of  earnings  and  the  incidence  of  allowable  deductions,
particularly from increase in cash value of life insurance, tax-exempt loans and
state and municipal securities.

                                      -23-
Classified Assets
The  Company  closely  monitors  the  markets in which it  conducts  its lending
operations  and  continues  its strategy to control  exposure to loans with high
credit risk.  Asset reviews are performed  using grading  standards and criteria
similar to those employed by bank regulatory  agencies.  Assets receiving lesser
grades  fall  under  the  "classified  assets"  category,   which  includes  all
nonperforming  assets and potential problem loans, and receive an elevated level
of attention to ensure collection.

The following is a summary of classified assets on the dates indicated  (dollars
in thousands):

                               At June 30, 2005           At December 31, 2004
                           -------------------------    ------------------------
                             Gross Guaranteed  Net       Gross Guaranteed   Net
                           -----------------------------------------------------
Classified loans           $13,849   $7,499  $6,350    $22,337   $9,436  $12,901
Other classified assets          -        -       -          -        -        -
                           -----------------------------------------------------
Total classified assets    $13,849   $7,499  $6,350    $22,337  $9,436   $12,901
                           =====================================================
Allowance for losses/classified loans        260.8%                       124.5%
Allowance for loan losses/classified loans   234.5%                       112.6%

Classified  assets,  net of  guarantees  of the U.S.  Government,  including its
agencies  and its  government-sponsored  agencies  at June 30,  2005,  decreased
$6,551,000 (50.8%) to $6,350,000 from $12,901,000 at December 31, 2004.

Nonperforming Loans
Loans are reviewed on an  individual  basis for  reclassification  to nonaccrual
status when any one of the following  occurs:  the loan becomes 90 days past due
as to  interest  or  principal,  the full and timely  collection  of  additional
interest or principal becomes  uncertain,  the loan is classified as doubtful by
internal credit review or bank regulatory  agencies,  a portion of the principal
balance has been charged off, or the Company takes possession of the collateral.
Loans that are placed on nonaccrual even though the borrowers  continue to repay
the  loans as  scheduled  are  classified  as  "performing  nonaccrual"  and are
included  in  total  nonperforming  loans.  The  reclassification  of  loans  as
nonaccrual does not necessarily reflect Management's judgment as to whether they
are collectible.

Interest income is not accrued on loans where Management has determined that the
borrowers  will  be  unable  to  meet  contractual   principal  and/or  interest
obligations,  unless the loan is well secured and in the process of  collection.
When a loan is placed on nonaccrual,  any previously accrued but unpaid interest
is  reversed.  Income on such loans is then  recognized  only to the extent that
cash is received  and where the future  collection  of  principal  is  probable.
Interest  accruals  are resumed on such loans only when they are  brought  fully
current  with  respect to interest and  principal  and when,  in the judgment of
Management, the loans are estimated to be fully collectible as to both principal
and interest.

Interest income on nonaccrual loans, which would have been recognized during the
six  months,  ended  June 30,  2005,  if all such  loans  had  been  current  in
accordance with their original terms, totaled $479,000. Interest income actually
recognized  on these  loans  during  the six  months  ended  June  30,  2005 was
$385,000.

The  Company's  policy is to place loans 90 days or more past due on  nonaccrual
status.  In some instances  when a loan is 90 days past due Management  does not
place  it on  nonaccrual  status  because  the loan is well  secured  and in the
process of  collection.  A loan is considered to be in the process of collection
if, based on a probable  specific  event,  it is expected  that the loan will be
repaid or brought current. Generally, this collection period would not exceed 30
days. Loans where the collateral has been repossessed are classified as OREO or,
if the collateral is personal  property,  the loan is classified as other assets
on the Company's consolidated financial statements.

Management considers both the adequacy of the collateral and the other resources
of the  borrower  in  determining  the steps to be taken to  collect  nonaccrual
loans.   Alternatives  that  are  considered  are  foreclosure,   collecting  on
guarantees, restructuring the loan or collection lawsuits.

                                      -24-
As shown in the following table, total nonperforming assets net of guarantees of
the  U.S.  Government,  including  its  agencies  and  its  government-sponsored
agencies, decreased $1,984,000 (40.4%) to $2,922,000 during the first six months
of 2005. Nonperforming assets net of guarantees represent 0.17% of total assets.
All nonaccrual loans are considered to be impaired when determining the need for
a specific valuation allowance. The Company continues to make a concerted effort
to work problem and potential problem loans to reduce risk of loss.
(dollars in thousands):
                                                   At June 30, 2005           At December 31, 2004
                                              -------------------------    -------------------------
                                                Gross Guaranteed  Net       Gross Guaranteed   Net
                                              ------------------------------------------------------
Performing nonaccrual loans                    $9,726   $7,170   $2,556    $11,043  $7,442   $3,601
Nonperforming, nonaccrual loans                   432       68      364      1,418     174    1,244
                                              ------------------------------------------------------
Total nonaccrual loans                         10,158    7,238    2,920     12,461   7,616    4,845
Loans 90 days past due and still accruing           2                 2         61       -       61
                                              ------------------------------------------------------
Total nonperforming loans                      10,160    7,238    2,922     12,522   7,616    4,906
Other real estate owned                             -        -        -          -       -        -
                                              ------------------------------------------------------
Total nonperforming assets                    $10,160   $7,238   $2,922    $12,522  $7,616   $4,906
                                              ======================================================
Nonperforming loans/total loans                                   0.23%                       0.42%
Nonperforming assets/total assets                                 0.17%                       0.30%
Allowance for losses/nonperforming loans                           567%                        327%
Allowance for loan losses/nonperforming loans                      510%                        296%
Allowance for Loan Losses
Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's  loan  portfolio.  This is  maintained  through  periodic  charges  to
earnings.  These  charges are shown in the  Consolidated  Income  Statements  as
provision for loan losses. All specifically identifiable and quantifiable losses
are  immediately  charged off against the allowance.  However,  for a variety of
reasons,  not all losses are immediately known to the Company and, of those that
are known,  the full extent of the loss may not be quantifiable at that point in
time.  The balance of the Company's  Allowance for Loan Losses is meant to be an
estimate of these unknown but probable  losses  inherent in the  portfolio.  For
purposes of this discussion, "loans" shall include all loans and lease contracts
that are part of the Company's portfolio.

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

The Company's method for assessing the appropriateness of the allowance for loan
losses and the reserve for unfunded commitments includes specific allowances for
identified problem loans and leases as determined by SFAS 114, formula allowance
factors for pools of credits, and allowances for changing  environmental factors
(e.g., interest rates, growth, economic conditions, etc.). Allowance factors for
loan  pools are based on the  previous 5 years  historical  loss  experience  by
product type.  Allowances  for specific  loans are based on SFAS 114 analysis of
individual   credits.   Allowances  for  changing   environmental   factors  are
Management's  best estimate of the probable impact these changes have had on the
loan  portfolio as a whole.  This process is explained in detail in the notes to
the  Company's  Consolidated  Financial  Statements in its Annual Report on Form
10-K for the year ended December 31, 2004.

                                      -25-
Based on the current conditions of the loan portfolio,  Management believes that
the  allowance for loan losses and the reserve for unfunded  commitments,  which
collectively  stand at  $16,563,000  at June 30,  2005,  are  adequate to absorb
probable losses  inherent in the Company's loan  portfolio.  No assurance can be
given, however, that adverse economic conditions or other circumstances will not
result in increased losses in the portfolio.

The following tables summarize the activity in the allowance for loan losses,
reserve for unfunded commitments, and allowance for losses (which is comprised
of the allowance for loan losses and the reserve for unfunded commitments) for
the periods indicated (dollars in thousands):
Three months ended            Six months ended
                                                  June 30,                    June 30,
                                         ---------------------------------------------------
                                           2005          2004            2005          2004
                                         ---------------------------------------------------
Allowance for loan losses:
     Balance at beginning of period      $14,563       $13,377         $14,525       $12,890
     Provision for loan losses               561         1,305             661         1,918
     Loans charged off                      (513)         (178)           (808)         (366)
     Recoveries of previously
       charged-off loans                     281           109             514           171
                                         ---------------------------------------------------
       Net charge-offs                      (232)          (69)           (294)        (194)
                                         ---------------------------------------------------
     Balance at end of period            $14,892       $14,613          $14,892     $14,613
                                         ===================================================
     Reserve for unfunded commitments:
     Balance at beginning of period       $1,632          $920          $1,532          $883
     Provision for losses -
       Unfunded commitments                   39            (4)            139            33
                                         ---------------------------------------------------
     Balance at end of period                $1,671       $916          $1,671          $916
                                         ===================================================
     Balance at end of period:
     Allowance for loan losses                                         $14,892       $14,613
     Reserve for unfunded commitments                                    1,671           916
                                                                       ---------------------
     Allowance for losses                                              $16,563       $15,529
                                                                       =====================
     As a percentage of total loans:
     Allowance for loan losses                                           1.19%          1.36%
     Reserve for unfunded commitments                                    0.13%          0.08%
     Allowance for losses                                                1.32%          1.44%
Capital Resources
The  current  and  projected  capital  position of the Company and the impact of
capital plans and long-term strategies are reviewed regularly by Management.

On March 11, 2004, the Company's Board of Directors approved a two-for-one stock
split of its common  stock.  The stock split was effected in the form of a stock
dividend that entitled  each  shareholder  of record at the close of business on
April 9, 2004 to receive one  additional  share for every share of TriCo  common
stock held on that date.  Shares  resulting  from the split were  distributed on
April 30, 2004.

Also at its  meeting  on March 11,  2004,  the Board of  Directors  approved  an
increase in the maximum number of shares to be  repurchased  under the Company's
stock  repurchase  plan  originally  announced  on July 31, 2003 from 250,000 to
500,000 effective on April 9, 2004, solely to conform with the two-for-one stock
split noted above. The 250,000 shares originally authorized for repurchase under
this  plan  represented   approximately  3.2%  of  the  Company's  approximately
7,852,000 common shares outstanding as of July 31, 2003. This plan has no stated
expiration date for the repurchases, which may occur from time to time as market
conditions  allow.  As of June 30,  2005,  the Company had  repurchased  341,100
shares under this plan as adjusted for the 2-for-1 stock split paid on April 30,
2004, which left 158,900 shares available for repurchase under the plan.

The  Company's  primary  capital  resource is  shareholders'  equity,  which was
$142,768,000 at June 30, 2005. This amount  represents an increase of $4,636,000
from December 31, 2004, the net result of comprehensive income of $9,860,000 for
the  period  and  $689,000  reflecting  the  issuance  of common  shares via the
exercise of stock  options,  partially  offset by  $2,451,000  to  repurchase of
common stock and dividends paid of $3,462,000.  The Company's ratio of equity to
total assets was 8.30%, 8.30%, and 8.49% as of June 30, 2005, June 30, 2004, and
December 31, 2004, respectively.

                                      -26-
The following  summarizes the ratios of capital to risk-adjusted  assets for the
periods indicated:

                                   At June 30,         At            Minimum
                               ---------------     December 31,    Regulatory
                               2005       2004        2004         Requirement
                               -------------------------------------------------
     Tier I Capital            10.46%     10.93%     10.67%           4.00%
     Total Capital             11.53%     12.40%     11.86%           8.00%
     Leverage ratio             9.81%      9.73%      9.86%           4.00%

Off-Balance Sheet Items
The Bank has certain  ongoing  commitments  under  operating and capital leases.
These commitments do not significantly  impact operating results. As of June 30,
2005 commitments to extend credit and commitments  related to the Bank's deposit
overdraft  privilege  product were the Bank's only  financial  instruments  with
off-balance  sheet  risk.  The  Bank has not  entered  into  any  contracts  for
financial  derivative   instruments  such  as  futures,   swaps,  options,  etc.
Commitments to extend credit were $492,402,000 and $445,054,000 at June 30, 2005
and December  31, 2004,  respectively,  and  represent  39.3% of the total loans
outstanding  at June 30, 2005 versus  38.0% at December  31,  2004.  Commitments
related to the Bank's deposit overdraft  privilege  product totaled  $34,565,000
and $28,815,000 at June 30, 2005 and December 31, 2004, respectively.

Certain Contractual Obligations
The following chart summarizes certain contractual obligations of the Company as
of December 31, 2004:
Less than        1-3          3-5       More than
(dollars in thousands)                             Total      one year        years        years       5 years
                                                   ------------------------------------------------------------
Federal funds purchased                            $46,400      $46,400            -            -            -
FHLB loan, fixed rate of 5.41%
   payable on April 7, 2008, callable
   in its entirety by FHLB on a quarterly
   basis beginning April 7, 2003                    20,000            -            -      $20,000            -
FHLB loan, fixed rate of 5.35%
   payable on December 9, 2008                       1,500            -            -        1,500            -
FHLB loan, fixed rate of 5.77%
   payable on February 23, 2009                      1,000            -            -       $1,000            -
Capital lease obligation on premises,
   effective rate of 13% payable
   monthly in varying amounts
   through December 1, 2009                            344            -            -          344            -
Other collateralized borrowings,
   fixed rate of  0.91% payable on January 2, 2005   5,308        5,308            -            -            -
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 3.05%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   October 7, 2008, matures October 7, 2033         20,619            -            -            -      $20,619
Junior subordinated debt, adjustable rate
   of three-month LIBOR plus 2.55%,
   callable in whole or in part by the
   Company on a quarterly basis beginning
   July 23, 2009, matures July 23, 2034             20,619            -            -            -       20,619
Operating lease obligations                          6,806        1,327       $2,202        1,662        1,615
Deferred compensation plans(1)                       1,544          262          462          427          393
Supplemental retirement plans(1)                     4,996          488          956          926        2,626
Employment agreements                                  233          115          118            -            -
                                                  ------------------------------------------------------------
Total contractual obligations                     $129,369      $53,900       $3,738      $25,859      $45,872
                                                  ============================================================
(1)These amounts represent known certain payments to participants under the
Company's deferred compensation and supplemental retirement plans.

                                      -27-
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management
The goal for managing the assets and  liabilities  of the Company is to maximize
shareholder  value and earnings while  maintaining a high quality  balance sheet
without exposing the Company to undue interest rate risk. The Board of Directors
has overall  responsibility  for the  Company's  interest  rate risk  management
policies.  The Company has an Asset and Liability  Management  Committee  (ALCO)
which establishes and monitors guidelines to control the sensitivity of earnings
to changes in interest rates.

Activities involved in asset/liability management include but are not limited to
lending,  accepting and placing  deposits,  investing in securities  and issuing
debt.   Interest  rate  risk  is  the  primary  market  risk   associated   with
asset/liability  management.  Sensitivity  of earnings to interest  rate changes
arises when yields on assets change in a different time period or in a different
amount from that of interest  costs on  liabilities.  To mitigate  interest rate
risk, the structure of the balance sheet is managed with the goal that movements
of interest  rates on assets and  liabilities  are  correlated and contribute to
earnings  even in  periods  of  volatile  interest  rates.  The  asset/liability
management  policy  sets  limits on the  acceptable  amount of  variance  in net
interest margin,  net income and market value of equity under changing  interest
environments.  Market value of equity is the net present value of estimated cash
flows from the Company's  assets,  liabilities and off-balance  sheet items. The
Company uses simulation  models to forecast net interest margin,  net income and
market value of equity.

Simulation of net interest  margin,  net income and market value of equity under
various  interest  rate  scenarios is the primary tool used to measure  interest
rate risk. Using computer-modeling  techniques,  the Company is able to estimate
the potential  impact of changing  interest  rates on net interest  margin,  net
income and market value of equity.  A balance sheet  forecast is prepared  using
inputs  of  actual  loan,   securities  and  interest-bearing   liability  (i.e.
deposits/borrowings) positions as the beginning base.

In the simulation of net interest  margin and net income under various  interest
rate scenarios,  the forecast balance sheet is processed  against seven interest
rate  scenarios.  These  seven  interest  rate  scenarios  include  a flat  rate
scenario,  which assumes  interest  rates are  unchanged in the future,  and six
additional rate ramp scenarios ranging from +300 to -300 basis points around the
flat scenario in 100 basis point  increments.  These ramp scenarios  assume that
interest  rates  increase  or  decrease  evenly  (in a  "ramp"  fashion)  over a
twelve-month period and remain at the new levels beyond twelve months.

In the  simulation  of  market  value of  equity  under  various  interest  rate
scenarios,  the forecast balance sheet is processed  against seven interest rate
scenarios.  These seven interest rate  scenarios  include the flat rate scenario
described  above,  and six additional rate shock scenarios  ranging from +300 to
-300 basis points around the flat scenario in 100 basis point increments.  These
rate shock scenarios assume that interest rates increase or decrease immediately
(in a "shock" fashion) and remain at the new level in the future.

At June 30, 2005, the results of the simulations noted above indicate that given
a "flat"  balance sheet  scenario,  and if deposit rates track general  interest
rate changes by  approximately  50%,  the  Company's  balance  sheet is slightly
liability sensitive.  "Liability  sensitive" implies that earnings decrease when
interest rates rise, and increase when interest rates decrease. The magnitude of
all the simulation  results noted above is within the Bank's policy  guidelines.
The asset liability  management policy limits aggregate market risk, as measured
in this  fashion,  to an  acceptable  level  within the  context of  risk-return
trade-offs.

The simulation  results noted above do not incorporate  any management  actions,
which might  moderate the negative  consequences  of interest  rate  deviations.
Therefore,  they do not reflect likely actual results, but serve as conservative
estimates of interest rate risk.

At June 30, 2005 and 2004, the Company had no derivative financial instruments.

                                      -28-
Liquidity
The  Company's  principal  source of asset  liquidity is federal  funds sold and
marketable  investment  securities available for sale. At June 30, 2005, federal
funds sold and investment  securities  available for sale totaled  $289,137,000,
representing  an increase of  $3,124,000  (1.1%) from  December 31, 2004,  and a
decrease of  $13,204,000  (4.4%) from June 30, 2004.  In  addition,  the Company
generates  additional  liquidity  from its operating  activities.  The Company's
profitability  during  the first six  months of 2005  generated  cash flows from
operations of $13,949,000 compared to $10,469,000 during the first six months of
2004. Additional cash flows may be provided by financing  activities,  primarily
the acceptance of deposits and borrowings  from banks.  Maturities of investment
securities produced cash inflows of $29,064,000 during the six months ended June
30, 2005 compared to $41,225,000 for the six months ended June 30, 2004.  During
the six  months  ended June 30,  2005,  the  Company  invested  $34,538,000  and
$77,379,000  in  securities  and net  loan  growth,  respectively,  compared  to
$39,580,000  and  $97,418,000 in securities  and net loan growth,  respectively,
during  the first six  months of 2004.  These  changes  in  investment  and loan
balances  contributed  to net cash used for investing  activities of $86,482,000
during  the six  months  ended  June 30,  2005,  compared  to net cash  used for
investing  activities of $98,021,000  during the six months ended June 30, 2004.
Financing  activities  provided  net cash of  $82,018,000  during the six months
ended June 30, 2005,  compared to net cash  provided by financing  activities of
$72,135,000  during the six months  ended June 30,  2004.  Increases  in deposit
balances and Federal funds borrowed accounted for $51,344,000 and $36,600,000 of
financing sources of funds,  respectively,  during the six months ended June 30,
2005,  compared to increases in deposit  balances and Federal funds  borrowed of
$30,529,000 and $26,500,000,  respectively, during the six months ended June 30,
2004. The Company raised $20,619,000 through the issuance of junior subordinated
debt during the six months ended June 30, 2004.  Dividends paid used  $3,462,000
and  $3,275,000  of cash during the six months  ended June 30, 2005 and June 30,
2004, respectively. Repurchase of common stock used $2,451,000 and $2,793,000 of
cash during the six months ended June 30, 2005 and June 30, 2004,  respectively.
Also, the Company's  liquidity is dependent on dividends received from the Bank.
Dividends from the Bank are subject to certain regulatory restrictions.

Item 4.  Controls and Procedures
The Chief Executive  Officer,  Richard Smith,  and the Chief Financial  Officer,
Thomas Reddish, evaluated the effectiveness of the Company's disclosure controls
and  procedures  as  of  June  30,  2005  ("Evaluation  Date").  Based  on  that
evaluation,  they  concluded  that  as of  the  Evaluation  Date  the  Company's
disclosure  controls and procedures are effective to allow timely  communication
to them of  information  relating  to the  Company  and the Bank  required to be
disclosed in its filings with the  Securities  and Exchange  Commission  ("SEC")
under  the  Securities  Exchange  Act of  1934,  as  amended  ("Exchange  Act").
Disclosure  controls and  procedures are Company  controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed by the
Company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

No changes in the Company's  internal control over financial  reporting occurred
during  the first six  months of 2005  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

                                      -29-
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various
legal actions;  all such actions are of a routine nature and arise in the normal
course of business of the Bank.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

The following table shows information concerning the common stock repurchased by
the Company  during the second  quarter of 2005 pursuant to the Company's  stock
repurchase  plan  originally  announced on July 31, 2003,  as amended  effective
April 9, 2004,  to conform with the  Company's  two-for-one  stock split paid on
April 30, 2004,  which is discussed in more detail under "Capital  Resources" in
this report:
Period          (a) Total number    (b) Average price   (c) Total number of     (d) Maximum number
                of Shares purchased  paid per share     shares purchased as     of shares that may yet
                                                        part of publicly        be purchased under the
                                                        announced plans or      plans or programs
                                                        programs
-----------------------------------------------------------------------------------------------------------
April 1-30, 2005         57,000         $20.55                   57,000              206,600
May 1-31, 2005                -              -                        -              206,600
June 1-30, 2005          47,700         $20.81                   47,700              158,900
-----------------------------------------------------------------------------------------------------------
Total                   104,700         $20.67                  104,700              158,900
Item 4 - Submission of Matters to a Vote of Security Holders

(a) The Company's  Annual Meeting of Shareholders  was held on May 24, 2005.

(b) and (c) The following ten directors were elected at the meeting:

                                 Votes For  Votes Against/Withheld   Abstentions
                                ----------  ----------------------   -----------
      William J. Casey          13,058,602           337,668              -
      Donald J. Amaral          13,025,292           370,978              -
      Craig S. Compton          13,042,413           353,857              -
      John S.A. Hasbrook        13,027,409           368,861              -
      Michael W. Koehnen        13,048,382           347,888              -
      Donald E. Murphy          11,222,340         2,173,930              -
      Steve G. Nettleton        13,062,037           334,233              -
      Richard P. Smith          13,042,311           353,959              -
      Carroll R. Taresh         12,731,369           664,901              -
      Alex A. Vereschagin, Jr.  13,036,991           359,279              -

The  shareholders  approved an amendment to the Company's 2001 stock option plan
to (i)  provide  that annual  grants of stock  options to  directors  upon their
re-election or appointment  as Board  chairman or audit  committee  chairman may
continue  to occur  through  2008  and  (ii)  eliminate  the  mandatory  vesting
schedules for options  granted to directors  and instead allow the  compensation
and management succession committee to determine the vesting schedule. 9,570,188
shares were voted for  approval,  998,085  shares were voted against and 357,254
shares abstained.

The  shareholders  ratified the  appointment of KPMG LLP as  independent  public
accountants  of the  Company  for 2005.  13,103,976  shares  were  voted for the
ratification, 63,213 shares were voted against and 229,081 shares abstained.

                                      -30-
Item 6 - Exhibits

     3.1*      Restated  Articles of  Incorporation  dated May 9, 2003, filed as
               Exhibit  3.1 to  TriCo's  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2003.

     3.2*      Bylaws of TriCo Bancshares,  as amended,  filed as Exhibit 3.2 to
               TriCo's Form S-4  Registration  Statement  dated January 16, 2003
               (No. 333-102546).

     4*        Certificate of  Determination  of Preferences of Series AA Junior
               Participating  Preferred  Stock  filed as Exhibit  3.3 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2001.

    10.1*      Rights  Agreement  dated June 25, 2001,  between TriCo and Mellon
               Investor  Services  LLC filed as  Exhibit 1 to  TriCo's  Form 8-A
               dated July 25, 2001.

    10.2*      Form of Change of Control Agreement dated July 20, 2004,  between
               TriCo  and each of Craig  Carney,  Gary  Coelho,  W.R.  Hagstrom,
               Andrew  Mastorakis,  Rick  Miller,  Richard  O'Sullivan,   Thomas
               Reddish,  and Ray Rios filed as Exhibit 10.2 to TriCo's Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

    10.3*      TriCo's 1993 Non-Qualified Stock Option Plan filed as Exhibit 4.1
               to TriCo's Form S-8 Registration Statement dated January 18, 1995
               (No. 33-88704).

    10.4*      TriCo's  Non-Qualified  Stock Option Plan filed as Exhibit 4.2 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

    10.5*      TriCo's  Incentive  Stock  Option  Plan filed as  Exhibit  4.3 to
               TriCo's Form S-8  Registration  Statement  dated January 18, 1995
               (No. 33-88704).

    10.6*      TriCo's 1995 Incentive  Stock Option Plan filed as Exhibit 4.1 to
               TriCo's  Form S-8  Registration  Statement  dated August 23, 1995
               (No. 33-62063).

    10.7       TriCo's 2001 Stock Option Plan, as amended.

    10.8*      Employment  Agreement between TriCo and Richard Smith dated April
               20,  2004 filed as Exhibit  10.8 to TriCo's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004.

    10.9*      Tri Counties  Bank  Executive  Deferred  Compensation  Plan dated
               September  1, 1987,  as restated  April 1, 1992,  and amended and
               restated effective as of January 1, 2004 filed as Exhibit 10.9 to
               TriCo's  Quarterly Report on Form 10-Q for the quarter ended June
               30, 2004.

    10.10*     Tri  Counties  Bank  Deferred  Compensation  Plan  for  Directors
               effective April 1, 1992, as amended and restated  effective as of
               January  1, 2004  filed as  Exhibit  10.10 to  TriCo's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 2004.

    10.11*     Amendments to Tri Counties Bank Executive  Deferred  Compensation
               Plan referenced at Exhibit 10.9,  effective as of January 1, 2005
               filed as Exhibit 10.11 to TriCo's  Annual Report on Form 10-K for
               the year ended December 31, 2004.

                                      -31-
10.12*     Amendments to Tri Counties Bank  Deferred  Compensation  Plan for
               Directors referenced at Exhibit 10.10, effective as of January 1,
               2005 filed as Exhibit 10.12 to TriCo's Annual Report on Form 10-K
               for the year ended December 31, 2004.

    10.13*     Tri Counties  Bank  Supplemental  Retirement  Plan for  Directors
               dated September 1, 1987, as restated January 1, 2001, and amended
               and  restated  January 1, 2004 filed as Exhibit  10.12 to TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.14*     2004 TriCo Bancshares  Supplemental Retirement Plan for Directors
               effective  January  1, 2004  filed as  Exhibit  10.13 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.15*     Tri  Counties  Bank   Supplemental   Executive   Retirement  Plan
               effective  September 1, 1987, as amended and restated  January 1,
               2004 filed as Exhibit 10.14 to TriCo's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 2004.

    10.16*     2004 TriCo  Bancshares  Supplemental  Executive  Retirement  Plan
               effective  January  1, 2004  filed as  Exhibit  10.15 to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

    10.17*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties  Bank and each of George  Barstow,  Dan Bay,
               Ron Bee, Craig Carney,  Robert Elmore, Greg Gill, Richard Miller,
               Andrew Mastorakis,  Richard  O'Sullivan,  Thomas Reddish,  Jerald
               Sax,  and  Richard  Smith,  filed as  Exhibit  10.14  to  TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

    10.18*     Form of Joint  Beneficiary  Agreement  effective  March 31,  2003
               between Tri Counties Bank and each of Don Amaral,  William Casey,
               Craig Compton, John Hasbrook,  Michael Koehnen, Wendell Lundberg,
               Donald Murphy,  Carroll  Taresh,  and Alex  Vereshagin,  filed as
               Exhibit  10.15 to TriCo's  Quarterly  Report on Form 10-Q for the
               quarter ended September 30, 2003.

    10.19*     Form of  Tri-Counties  Bank  Executive  Long Term Care  Agreement
               effective  June 10, 2003  between Tri  Counties  Bank and each of
               Craig  Carney,   Andrew  Mastorakis,   Richard  Miller,   Richard
               O'Sullivan, and Thomas Reddish, filed as Exhibit 10.16 to TriCo's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               2003.

    10.20*     Form of  Tri-Counties  Bank  Director  Long Term  Care  Agreement
               effective June 10, 2003 between Tri Counties Bank and each of Don
               Amaral,  William  Casey,  Craig Compton,  John Hasbrook,  Michael
               Koehnen,  Donald Murphy,  Carroll Taresh,  and Alex  Verischagin,
               filed as Exhibit 10.17 to TriCo's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 2003.

    10.21*     Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of the  directors of TriCo  Bancshares/Tri
               Counties  Bank  effective on the date that each director is first
               elected,  filed as Exhibit 10.18 to TriCo'S Annual Report on Form
               10-K for the year ended December 31, 2003.

    10.22*     Form of  Indemnification  Agreement between TriCo  Bancshares/Tri
               Counties Bank and each of Craig  Carney,  W.R.  Hagstrom,  Andrew
               Mastorakis, Rick Miller, Richard O'Sullivan,  Thomas Reddish, Ray
               Rios,  and  Richard  Smith  filed as  Exhibit  10.21  to  TriCo's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2004.

                                      -32-
31.1       Rule 13a-14(a)/15d-14(a) Certification of CEO

    31.2       Rule 13a-14(a)/15d-14(a) Certification of CFO

    32.1       Section 1350 Certification of CEO

    32.2       Section 1350 Certification of CFO

       * Previously filed and incorporated by reference.

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 hereunto duly authorized.

                                     TRICO BANCSHARES
                                       (Registrant)

Date:  July 26, 2005                 /s/ Thomas J. Reddish
                                     -----------------------------------
                                     Thomas J. Reddish
                                     Executive Vice President and
                                     Chief Financial Officer

                                      -33-
Exhibit 10.7

                                TRICO BANCSHARES
                       2001 STOCK OPTION PLAN, AS AMENDED

SECTION 1.        PURPOSE

     This plan shall be known as the "TriCo  BANCSHARES  2001 STOCK OPTION PLAN"
(the  "Plan").  The  purpose of the Plan is to promote  the  interests  of TriCo
Bancshares and its Subsidiaries  (the "Company") and the Company's  stockholders
by (i)  attracting  and retaining key officers,  employees and directors of, and
consultants  to, the Company and any future  Affiliates;  (ii)  motivating  such
individuals  by means of  performance-related  incentives to achieve  long-range
performance  goals,  (iii)  enabling  such  individuals  to  participate  in the
long-term  growth  and  financial  success  of  the  Company,  (iv)  encouraging
ownership  of stock in the Company by such  individuals,  and (v) linking  their
compensation  to the  long-term  interests of the Company and its  stockholders.
With respect to any Options  granted  under the Plan that are intended to comply
with the requirements of  "performance-based  compensation" under Section 162(m)
of the Code,  the Plan shall be  interpreted  in a manner  consistent  with such
requirements.

SECTION 2.        DEFINITIONS

     As used in the Plan, the following  terms shall have the meanings set forth
below:

          (a)  "AFFILIATE"   shall  mean  (i)  any  entity  that,   directly  or
     indirectly,  is  controlled  by the  Company,  (ii) any entity in which the
     Company  has a  significant  equity  interest,  (iii) an  affiliate  of the
     Company,  as  defined  in Rule 12b-2  promulgated  under  Section 12 of the
     Exchange  Act, and (iv) any entity in which the Company has at least twenty
     percent  (20%) of the combined  voting  power of the  entity's  outstanding
     voting  securities,  in each  case as  designated  by the  Board as being a
     participating employer in the Plan.

          (b) "BOARD" shall mean the board of directors of the Company.

          (c) "CHANGE IN CONTROL" shall mean,  unless  otherwise  defined in the
     applicable Option Agreement, any of the following events:

               (i) An acquisition  (other than directly from the Company) of any
          voting  securities  of the Company  (the "Voting  Securities")  by any
          "Person" (as the term Person is used for purposes of Section 13 (d) or
          14(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act"))  immediately  after which such Person has "Beneficial
          Ownership"  (within  the meaning of Rule 13d-3  promulgated  under the
          Exchange Act) of fifty  percent  (50%) or more of the combined  voting
          power of the then outstanding  Voting Securities;  provided,  however,
          that in determining  whether a Change in Control has occurred,  Voting
          Securities  which are  acquired  in a  "Non-Control  Acquisition"  (as
          hereinafter  defined) shall not constitute an acquisition  which would
          cause a Change in Control.  A "Non-Control  Acquisition" shall mean an
          acquisition by (i) an employee benefit plan (or a trust forming a part
          thereof)  maintained by (A) the Company or (B) any  subsidiary or (ii)
          the Company or any Subsidiary;

               (ii) The individuals  who, as of the date hereof,  are members of
          the Board (the "Incumbent Board"),  cease for any reason to constitute
          at least  two-thirds  of the  Board;  provided,  however,  that if the
          election or nomination for election by the Company's  stockholders  of
          any new director was approved by a vote of at least  two-thirds of the
          Incumbent  Board,  such  new  director  shall,  for  purposes  of this
          Agreement, be considered as a member of the Incumbent Board; provided,
          further,  however,  that no individual shall be considered a member of
          the Incumbent Board if (1) such individual initially assumed office as
          a result of either an actual  or  threatened  "Election  Contest"  (as
          described in Rule 14a-11  promulgated under the Exchange Act) or other
          actual or  threatened  solicitation  of proxies or  consents  by or on
          behalf of a Person other than the Board (a "Proxy Contest")  including
          by reason of any  agreement  intended to avoid or settle any  Election
          Contest or Proxy Contest or (2) such  individual  was  designated by a
          Person who has entered into an agreement  with the Company to effect a
          transaction described in clause (i) or (iii) of this paragraph; or
(iii) Approval by stockholders of the Company of:

                    (A) A merger,  consolidation or reorganization involving the
               Company, unless,

                         (1) The stockholders of the Company  immediately before
                    such merger, consolidation or reorganization,  own, directly
                    or   indirectly,    immediately   following   such   merger,
                    consolidation  or  reorganization,   at  least  seventy-five
                    percent   (75%)  of  the   combined   voting  power  of  the
                    outstanding   Voting  Securities  of  the  corporation  (the
                    "Surviving   Corporation")   in   substantially   the   same
                    proportion  as  their  ownership  of the  Voting  Securities
                    immediately    before   such   merger,    consolidation   or
                    reorganization;

                         (2) The  individuals  who were members of the Incumbent
                    Board  immediately  prior to the  execution of the agreement
                    providing for such merger,  consolidation or  reorganization
                    constitute  at least  two-thirds of the members of the board
                    of directors of the Surviving Corporation; and

                         (3) No Person (other than the Company,  any Subsidiary,
                    any  employee  benefit  plan (or any  trust  forming  a part
                    thereof)   maintained   by  the   Company,   the   Surviving
                    Corporation   or  any   Subsidiary,   or  any  Person   who,
                    immediately   prior  to  such   merger,   consolidation   or
                    reorganization,  had  Beneficial  Ownership of fifty percent
                    (50%) or more of the then outstanding Voting Securities) has
                    Beneficial  Ownership of fifty  percent (50%) or more of the
                    combined  voting power of the Surviving  Corporation's  then
                    outstanding Voting Securities.

                    (B) A complete liquidation or dissolution of the Company; or

                    (C) An agreement for the sale or other disposition of all or
               substantially  all of the  assets of the  Company  to any  Person
               (other than a transfer to a Subsidiary)

          Notwithstanding the foregoing, a Change in Control shall not be deemed
     to  occur  solely  because  any  Person  (the  "Subject  Person")  acquired
     Beneficial  Ownership of more than the permitted  amount of the outstanding
     Voting  Securities as a result of the  acquisition of Voting  Securities by
     the Company which, by reducing the number of Voting Securities outstanding,
     increased  the  proportional  number  of shares  Beneficially  Owned by the
     Subject  Person,  provided that if a Change in Control would occur (but for
     the operation of this  sentence) as a result of the  acquisition  of Voting
     Securities by the Company, and after such share acquisition by the Company,
     the Subject Person becomes the  Beneficial  Owner of any additional  Voting
     Securities  Beneficially  Owned by the  Subject  Person,  then a Change  in
     Control shall occur.
(d) "CODE"  shall mean the Internal  Revenue Code of 1986,  as amended
     from time to time.

          (e)  "COMMITTEE"  shall mean a committee of the Board  composed of not
     less than two Non-Employee Directors, each of whom shall be a "Non-Employee
     Director" for purposes of Exchange Act Section 16 and Rule 16b-3 thereunder
     and  an  "outside   director"  for  purposes  of  Section  162(m)  and  the
     regulations promulgated under the Code.

          (f)  "CONSULTANT"  shall  mean any  consultant  to the  Company or its
     Subsidiaries or Affiliates.

          (g) "DIRECTOR" shall mean a member of the Board.

          (h)  "DISABILITY"   shall  mean,   unless  otherwise  defined  in  the
     applicable Option Agreement, a disability that would qualify as a total and
     permanent  disability under the Company's then current long-term disability
     plan.

          (i) "EMPLOYEE" shall mean a current or prospective officer or employee
     of the Company or of any Subsidiary or Affiliate.

          (j) "EXCHANGE ACT" shall mean the Securities  Exchange Act of 1934, as
     amended from time to time.

          (k) "FAIR MARKET  VALUE" with respect to the Shares,  shall mean,  for
     purposes  of a grant of an  Option as of any date,  (i) the  closing  sales
     price of the Shares on any exchange on which the shares are traded, on such
     date, or in the absence of reported  sales on such date,  the closing sales
     price on the  immediately  preceding  date on which sales were  reported or
     (ii) in the event  there is no public  market  for the Shares on such date,
     the fair market value as determined, in good faith, by the Committee in its
     sole discretion,  and for purposes of a sale of a Share as of any date, the
     actual sales price on that date.

          (l) "INCENTIVE  STOCK OPTION" shall mean an option to purchase  Shares
     from the Company  that is granted  under  Section 6 of the Plan and that is
     intended  to  meet  the  requirements  of  Section  422 of the  Code or any
     successor provision thereto.

          (o)  "NON-QUALIFIED  STOCK  OPTION"  shall mean an option to  purchase
     Shares from the Company that is granted  under Section 6 of the Plan and is
     not intended to be an Incentive Stock Option.

          (p)  "NON-EMPLOYEE  DIRECTOR"  shall mean a member of the Board who is
     not an officer or employee of the Company or any Subsidiary or Affiliate.

          (q) "OPTION" shall mean an Incentive  Stock Option or a  Non-Qualified
     Stock Option.

          (r) "OPTION AGREEMENT" shall mean any written agreement,  contract, or
     other  instrument or document  evidencing  any Option,  which may, but need
     not, be executed or acknowledged by a Participant.

          (s) "OPTION  PRICE" shall mean the purchase  price payable to purchase
     one Share upon the exercise of an Option.

          (t) "OUTSIDE  DIRECTOR" means, with respect to the grant of an Option,
     a member of the Board then serving on the Committee.
(u)  "PARTICIPANT"  shall mean any Employee,  Director,  Consultant or
     other person who receives an Option under the Plan.

          (v)  "PERSON"  shall mean any  individual,  corporation,  partnership,
     limited  liability  company,   associate,   joint-stock   company,   trust,
     unincorporated organization, government or political subdivision thereof or
     other entity.

          (w)  "RETIREMENT"   shall  mean,   unless  otherwise  defined  in  the
     applicable Option Agreement, retirement of a Participant from the employ or
     service  of  the  Company  or  any of its  Subsidiaries  or  Affiliates  in
     accordance with the terms of the applicable  Company retirement plan or, if
     a Participant is not covered by any such plan,  retirement on or after such
     Participant's 65th birthday.

          (x) "SEC' shall mean the  Securities  and Exchange  Commission  or any
     successor thereto.

          (y)  "SECTION  16" shall mean  Section 16 of the  Exchange Act and the
     rules  promulgated  thereunder  and any successor  provision  thereto as in
     effect from time to time.

          (z)  "SECTION  162 (M)" shall mean Section 162 (m) of the Code and the
     regulations  promulgated  thereunder and any successor or provision thereto
     as in effect from time to time.

          (aa) "SHARES" shall mean shares of the Common Stock,  no par value, of
     the Company.

          (bb)  "SUBSIDIARY"  shall mean any Person  (other than the Company) of
     which a majority  of its voting  power or its equity  securities  or equity
     interest is owned directly or indirectly by the Company.

SECTION 3.        ADMINISTRATION

     3.1  Authority  of  Committee.  The  Plan  shall  be  administered  by  the
Committee,  which shall be  appointed by and serve at the pleasure of the Board;
provided,  however, with respect to Options to Outside Directors, all references
in the Plan to the  Committee  shall be deemed to be  references  to the  Board.
Subject to the terms of the Plan and  applicable  law,  and in addition to other
express  powers and  authorizations  conferred on the Committee by the Plan, the
Committee  shall  have full  power  and  authority  in its  discretion  to:  (i)
designate  Participants;  (ii)  determine  the type or types  of  Options  to be
granted to a Participant; (iii) determine the number of Shares to be covered by,
or with respect to which payments, rights, or other matters are to be calculated
in connection with Options;  (iv) determine the timing, terms, and conditions of
any Option; (v) accelerate the time at which all or any part of an Option may be
settled or exercised;  (vi) determine  whether,  to what extent,  and under what
circumstances  Options  may be  settled  or  exercised  in cash,  Shares,  other
securities,  other  Options  or  other  property,  or  canceled,  forfeited,  or
suspended and the method or methods by which Options may be settled,  exercised,
canceled,  forfeited, or suspended; (vii) determine whether, to what extent, and
under what circumstances cash, Shares,  other securities,  other Options,  other
property,  and other amounts payable with respect to an Option shall be deferred
either  automatically  or at  the  election  of  the  holder  thereof  or of the
Committee;  (viii)  interpret  and  administer  the Plan and any  instrument  or
agreement relating to, or Option made under, the Plan; (ix) except to the extent
prohibited  by Section 6.2,  amend or modify the terms of any Option at or after
grant with the  consent  of the  holder of the  Option;  (x)  establish,  amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem  appropriate for the proper  administration  of the Plan; and (xi) make any
other determination and take any other action that the Committee deems necessary
or  desirable  for the  administration  of the Plan,  subject  to the  exclusive
authority of the Board under  Section 10  hereunder  to amend or  terminate  the
Plan.
3.2 Committee  Discretion  Binding.  Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under  or with  respect  to the Plan or any  Option  shall  be  within  the sole
discretion  of the  Committee,  may be made at any  time  and  shall  be  final,
conclusive,  and binding upon all Persons, including the Company, any Subsidiary
or Affiliate, any Participant and any holder or beneficiary of any Option.

     3.3 Action by the Committee.  The Committee shall select one of its members
as its  Chairperson  and shall hold its meetings at such times and places and in
such manner as it may  determine.  A majority of its members shall  constitute a
quorum.  All  determinations  of the Committee  shall be made by not less than a
majority of its members.  Any decision or  determination  reduced to writing and
signed by all of the members of the Committee  shall be fully effective as if it
had been made by a majority vote at a meeting duly called and held. The exercise
of an  Option  or  receipt  of an Option  shall be  effective  only if an Option
Agreement  shall have been duly  executed and delivered on behalf of the Company
following the grant of the Option or other  Option.  The Committee may appoint a
Secretary  and may make  such  rules  and  regulations  for the  conduct  of its
business, as it shall deem advisable.

     3.4  Delegation.  Subject to the terms of the Plan and applicable  law, the
Committee  may delegate to one or more officers or managers of the Company or of
any Subsidiary or Affiliate, or to a Committee of such officers or managers, the
authority,  subject  to  such  terms  and  limitations  as the  Committee  shall
determine,  to grant  Options  to, or to  cancel,  modify or waive  rights  with
respect to, or to alter,  discontinue,  suspend,  or  terminate  Options held by
Participants  who are not  officers or  directors of the Company for purposes of
Section 16 or who are otherwise not subject to such Section.

     3.5 No Liability.  No member of the Board or Committee  shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Option granted hereunder.

SECTION 4.        SHARES AVAILABLE FOR OPTIONS

     4.1 Shares Available.  Subject to the provisions of Section 4.2 hereof, the
stock to be subject to Options under the Plan shall be the Shares of the Company
and the maximum  number of Shares with  respect to which  Options may be granted
under the Plan shall be 2,124,650  (which includes 74,650 Shares with respect to
which awards under the  Company's  1989  Non-Qualified  Stock Option Plan,  1993
Stock  Option Plan and 1995  Incentive  Stock Option Plan (the "Old Plans") were
authorized  but not  granted).  Notwithstanding  the  foregoing  and  subject to
adjustment as provided in Section 4.2, the maximum number of Shares with respect
to which  Awards may be granted  under the Plan shall be increased by the number
of Shares with respect to which  Options or other Awards were granted  under the
Old Plans,  as of the effective date of this Plan, but which  terminate,  expire
unexercised, or are settled for cash, forfeited or canceled without the delivery
of Shares  under the terms of such Old Plans  after the  effective  date of this
Plan.

     If, after the effective  date of the Plan,  any Shares covered by an Option
granted under this Plan, or to which such an Option relates,  are forfeited,  or
if  such  an  Option  is  settled  for  cash or  otherwise  terminates,  expires
unexercised,  or is  canceled  without the  delivery of Shares,  then the Shares
covered by such Option, or to which such Option relates, or the number of Shares
otherwise  counted against the aggregate  number of Shares with respect to which
Options  may be  granted,  to the  extent  of any such  settlement,  forfeiture,
termination, expiration, or cancellation, shall again become Shares with respect
to which  Options may be granted.  In the event that any Option or other  Option
granted  hereunder is  exercised  through the delivery of Shares or in the event
that  withholding tax liabilities  arising from such Option are satisfied by the
withholding of Shares by the Company, the number of Shares available for Options
under the Plan  shall be  increased  by the number of Shares so  surrendered  or
withheld.
4.2  Adjustments.  In the  event  that the  Committee  determines  that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities,  or other property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase,  or exchange of Shares or other securities of the Company,  issuance
of  warrants  or other  rights to  purchase  Shares or other  securities  of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee, in its sole discretion, to be
appropriate,  then the Committee  shall, in such manner as it may deem equitable
(and, with respect to Incentive  Stock Options,  in such manner as is consistent
with Section 422 of the Code and the regulations thereunder) : (i) adjust any or
all of (1) the aggregate number of Shares or other securities of the Company (or
number and kind of other  securities or property)  with respect to which Options
may be granted under the Plan;  (2) the number of Shares or other  securities of
the  Company (or number and kind of other  securities  or  property)  subject to
outstanding  Options  under the Plan;  and (3) the grant or exercise  price with
respect to any Option under the Plan, provided that the number of shares subject
to any  Option  shall  always be a whole  number;  (ii) if  deemed  appropriate,
provide  for an  equivalent  Option in respect of  securities  of the  surviving
entity of any  merger,  consolidation  or other  transaction  or event  having a
similar  effect;  or (iii) if  deemed  appropriate,  make  provision  for a cash
payment to the holder of an outstanding Option.

     4.3  Substitute  Options.  Any Shares  issued by the Company as  Substitute
Options in connection with the assumption or substitution of outstanding  grants
from any acquired  corporation shall not reduce the Shares available for Options
under the Plan.

     4.4  Sources of Shares  Deliverable  Under  Options.  Any Shares  delivered
pursuant  to an Option  may  consist,  in whole or in part,  of  authorized  and
unissued Shares or of issued Shares that have been reacquired by the Company.

SECTION 5.        ELIGIBILITY

     Any Employee,  Director or Consultant  shall be eligible to be designated a
Participant; provided, however, that Outside Directors shall only be eligible to
receive Options granted consistent with Section 7.

SECTION 6.        STOCK OPTIONS

     6.1 Grant.  Subject to the provisions of the Plan, the Committee shall have
sole and complete  authority to determine the Participants to whom Options shall
be granted,  the number of Shares subject to each Option, the exercise price and
the conditions and  limitations  applicable to the exercise of each Option.  The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified  Stock Options,  or to grant both types of Options. In the case of
Incentive  Stock  Options,  the terms and  conditions  of such  grants  shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code,  as from  time to time  amended,  and any  regulations  implementing  such
statute.  A person who has been granted an Option under this Plan may be granted
additional Options under the Plan if the Committee shall so determine; provided,
however,  that to the extent the aggregate Fair Market Value  (determined at the
time the Incentive  Stock Option related  thereto is granted) of the Shares with
respect  to which  all  Incentive  Stock  Options  related  to such  Option  are
exercisable  for the first time by an Employee  during any calendar  year (under
all plans  described in subsection (d) of Section 422 of the Code of the Company
and its Subsidiaries) exceeds $100,000 (or such higher amount as is permitted in
the future under  Section  422(d) of the Code,  such Options shall be treated as
Non-Qualified Stock Options.

     6.2 Price.  The Committee in its sole discretion shall establish the Option
Price at the time each  Option  is  granted.  Except  in the case of  Substitute
Options,  the  Option  Price of an Option  may not be less than 100% of the Fair
Market  Value of the Shares  with  respect to which the Option is granted on the
date of grant of such  Option.  Notwithstanding  the  foregoing  and  except  as
permitted by the provisions of Section 4.2 and Section 10 hereof,  the Committee
shall not have the power to (i) amend the terms of previously granted Options to
reduce the Option Price of such  Options,  or (ii) cancel such Options and grant
substitute Options with a lower Option Price than the canceled Options.
6.3 Term.  Subject to the  Committee's  authority under Section 3.1 and the
provisions of Section 6.5, each Option and all rights and obligations thereunder
shall expire on the date determined by the Committee and specified in the Option
Agreement.  The  Committee  shall  be  under  no duty to  provide  terms of like
duration for Options granted under the Plan.  Notwithstanding the foregoing,  no
Option shall be exercisable after the expiration of ten (10) years from the date
such Option was granted.

     6.4 Exercise.

          (a) Each Option shall be exercisable at such times and subject to such
     terms and conditions as the Committee may, in its sole discretion,  specify
     in the applicable Option Agreement or thereafter.  The Committee shall have
     full and complete  authority to  determine,  subject to Section 6.5 herein,
     whether an Option will be  exercisable  in full at any time or from time to
     time during the tern of the Option,  or to provide for the exercise thereof
     in such installments,  upon the occurrence of such events and at such times
     during the term of the Option as the Committee may determine.

          (b) The  Committee  may impose  such  conditions  with  respect to the
     exercise of Options,  including  without  limitation,  any  relating to the
     application of federal, state or foreign securities laws or the Code, as it
     may deem  necessary  or  advisable.  The  exercise  of any  Option  granted
     hereunder  shall  be  effective  only at such  time as the  sale of  Shares
     pursuant to such exercise will not violate any state or federal  securities
     or other laws.

          (c) An Option may be exercised  in whole or in part at any time,  with
     respect to whole Shares only,  within the period  permitted  thereunder for
     the exercise thereof, and shall be exercised by written notice of intent to
     exercise the Option,  delivered to the Company at its principal office, and
     payment in full to the Company at the  direction  of the  Committee  of the
     amount of the Option  Price for the number of Shares with  respect to which
     the Option is then being exercised.  The exercise of an Option shall result
     in the  termination of the other to the extent of the number of Shares with
     respect to which the Option is exercised.

          (d) The Option  Price shall be  immediately  due upon  exercise of the
     Option and shall, subject to the provisions of the Option Agreement and the
     applicable  securities  laws,  be payable  in one or more of the  following
     forms:  (i) cash or check made payable to the Company;  or (ii) shares held
     for the  requisite  period  necessary  to avoid a charge  to the  Company's
     earnings  for  financial  reporting  purposes and valued at the Fair Market
     Value of such Shares on the date of exercise (or next date),  together with
     any  applicable  withholding  taxes.  Payment of the  Option  Price for the
     purchased  shares  must be made on the  Option  exercise  date.  Until  the
     optionee has been issued Shares subject to such  exercise,  he or she shall
     possess no rights as a stockholder with respect to such Shares.

     6.5 Ten Percent  Stock Rule.  Notwithstanding  any other  provisions in the
Plan,  if at the time an Option is otherwise to be granted  pursuant to the Plan
the optionee or rights holder owns directly or indirectly (within the meaning of
Section  424(d) of the  Code)  Shares of the  Company  possessing  more than ten
percent (10%) of the total combined  voting power of all classes of Stock of the
Company  or its parent or  Subsidiary  or  Affiliate  corporations  (within  the
meaning of Section 422 (b) (6) of the Code),  then any Incentive Stock Option to
be granted to such optionee or rights holder  pursuant to the Plan shall satisfy
the requirement of Section 422(c) (5) of the Code, and the Option Price shall be
not less than 110% of the Fair Market  Value of the Shares of the  Company,  and
such Option by its terms shall not be  exercisable  after the expiration of five
(5) years from the date such Option is granted.

SECTION 7.  DIRECTOR OPTIONS
7.1 Grant Upon  Election of a New Director to the Board.  A new Director to
the Board may receive  Options for 20,000 Shares upon his or her election to the
Board. These Options shall become exercisable as determined by the Committee.

     7.2 Grant Upon  Re-election of a Director to the Board.  Beginning with the
2001 annual meeting of the Company's  shareholders  and continuing for each year
through the 2008 annual meeting of the Company's shareholders, a Director who is
re-elected  to the Board may receive  Options  for 4,000  Shares upon his or her
re-election to the Board.  These Options shall become  exercisable as determined
by the Committee.

     7.3 Grants to Board Chairmen. Beginning with the 2001 annual meeting of the
Company's  shareholders  and  continuing  for each year  through the 2008 annual
meeting  of the  Company's  shareholders,  each  Director  who is  appointed  as
Chairman of the Board or as Chairman of the Audit  Committee may receive Options
for 1,000 Shares upon his or her  appointment,  in addition to any other Options
granted  pursuant to this Section 7. These Options shall become  exercisable  as
determined by the Committee.

     7.4 Option  Price.  The Option  Price for all Options  granted to Directors
pursuant to this Section 7 shall be the Fair Market Value on the date of grant.

     7.5  Forfeiture of Options.  Any Option  granted to a Director  pursuant to
this Section 7 that has not become  exercisable  when a Director ceases to serve
as a Director,  or in the position  for which such Option was granted,  shall be
forfeited.

     7.6 Other Options to  Directors.  The Board may also grant other Options to
Directors  pursuant to the terms of the Plan. With respect to such Options,  all
references in the Plan to the Committee  shall be deemed to be references to the
Board.

SECTION 8.  TERMINATION OF EMPLOYMENT

     The  Committee  shall have the full power and  authority to  determine  the
terms and  conditions  that shall  apply to any  Option  upon a  termination  of
employment  with the  Company,  its  Subsidiaries  and  Affiliates,  including a
termination by the Company with or without cause, by a Participant  voluntarily,
or by reason of death, Disability or Retirement,  and may provide such terms and
conditions in the Option  Agreement or in such rules and  regulations  as it may
prescribe. All Options which are not exercised prior to 90 days after the date a
Participant ceases to serve as a Director, Employee or Consultant of the Company
shall be forfeited.

SECTION 9.  CHANGE IN CONTROL

     Upon a Change in  Control,  all  outstanding  Options  shall  vest,  become
immediately exercisable or payable and have all restrictions lifted.

SECTION 10.  AMENDMENT AND TERMINATION

     10.1  Amendments  to  the  Plan.  The  Board  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration,  suspension,  discontinuation or termination
shall be made  without  stockholder  approval if such  approval is  necessary to
comply with any tax or regulatory  requirement for which or with which the Board
deems it necessary or desirable to comply.

     10.2 Amendments to Options. Subject to the restrictions of Section 6.2, the
Committee  may waive any  conditions  or  rights  under,  amend any terms of, or
alter,  suspend,  discontinue,  cancel  or  terminate,  any  Option  theretofore
granted,  prospectively  or  retroactively;   provided  that  any  such  waiver,
amendment, alteration, suspension,  discontinuance,  cancellation or termination
that  would  adversely  affect the  rights of any  Participant  or any holder or
beneficiary  of any  Option  theretofore  granted  shall  not to that  extent be
effective  without  the  consent  of  the  affected   Participant,   holder,  or
beneficiary.
10.3  Adjustments  of Options  Upon the  Occurrence  of Certain  Unusual or
Nonrecurring  Events.  The Committee is hereby authorized to make adjustments in
the  terms  and  conditions  of,  and  the  criteria  included  in,  Options  in
recognition of unusual or nonrecurring  events (including,  without  limitation,
the  events  described  in  Section  4.2  hereof)  affecting  the  Company,  any
Subsidiary  or  Affiliate,  or the  financial  statements  of the Company or any
Subsidiary  or  Affiliate,  or of changes in applicable  laws,  regulations,  or
accounting  principles,  whenever the Committee determines that such adjustments
are  appropriate in order to prevent  dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

SECTION 11.  GENERAL PROVISIONS

     11.1 Limited  Transferability  of Options.  Except as otherwise provided in
the Plan, no Option shall be assigned,  alienated,  pledged,  attached,  sold or
otherwise transferred or encumbered by a Participant, except by will or the laws
of descent and  distribution  and/or as may be provided by the  Committee in its
discretion, at or after grant, in the Option Agreement. No transfer of an Option
by will or by laws of descent and  distribution  shall be  effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an  authenticated  copy  of the  will  and/or  such  other  evidence  as the
Committee  may deem  necessary or  appropriate  to establish the validity of the
transfer.

     11.2 No Rights to Options. No Person shall have any claim to be granted any
Option,  and there is no obligation for uniformity of treatment of  Participants
or holders or beneficiaries of Options. The terms and conditions of Options need
not be the same with respect to each Participant.

     11.4 Share Certificates. All certificates for Shares or other securities of
the Company or any Subsidiary or Affiliate  delivered under the Plan pursuant to
any Option or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules,  regulations and other  requirements  of the SEC or any state  securities
commission  or  regulatory  authority,  any stock  exchange or other market upon
which  such  Shares or other  securities  are then  listed,  and any  applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

     11.5  Withholding.  A Participant  may be required to pay to the Company or
any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate shall
have the right and is hereby  authorized to withhold  from any Option,  from any
payment  due or  transfer  made under any Option or under the Plan,  or from any
compensation or other amount owing to a Participant the amount (in cash, Shares,
other securities, other Options or other property) of any applicable withholding
or other taxes in respect of an Option, its exercise, or any payment or transfer
under an  Option  or under  the Plan and to take  such  other  action  as may be
necessary  in the  opinion of the  Company to satisfy  all  obligations  for the
payment of such taxes.

     11.6 Option  Agreements.  Each Option  hereunder  shall be  evidenced by an
Option  Agreement that shall be delivered to the Participant and may specify the
terms and  conditions  of the Option and any rules  applicable  thereto.  In the
event of a conflict between the terms of the Plan and any Option Agreement,  the
terms of the Plan shall prevail.

     11.7 No Limit on Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Subsidiary or Affiliate  from adopting or
continuing in effect other compensation  arrangements,  which may, but need not,
provide for the grant of Options.

     11.8 No Right to Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Subsidiary or Affiliate.  Further,  the Company or a Subsidiary or Affiliate
may at any time dismiss a Participant from  employment,  free from any liability
or any claim under the Plan,  unless otherwise  expressly  provided in an Option
Agreement.
11.9 No Rights as  Stockholder.  Subject to the  provisions of the Plan and
the applicable Option Agreement,  no Participant or holder or beneficiary of any
Option shall have any rights as a  stockholder  with respect to any Shares to be
distributed under the Plan until such person has become a holder of such Shares.

     11.10 Governing Law. The validity,  construction and effect of the Plan and
any rules and regulations relating to the Plan and any Option Agreement shall be
determined in accordance with the laws of the State of California without giving
effect to conflicts of laws principles.

     11.11  Severability.  If any provision of the Plan or any Option  Agreement
is, or becomes,  or is deemed to be invalid,  illegal,  or  unenforceable in any
jurisdiction or as to any Person or Option,  or would disqualify the Plan or any
Option under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the  applicable  laws, or if it cannot
be construed or deemed amended without,  in the  determination of the Committee,
materially  altering the intent of the Plan or the Option,  such provision shall
be stricken as to such  jurisdiction,  Person or Option and the remainder of the
Plan and any such Option shall remain in full force and effect.

     11.12 Other Laws.  The Committee may refuse to issue or transfer any Shares
or other  consideration  under an Option if, acting in its sole  discretion,  it
determines  that  the  issuance  or  transfer  of  such  Shares  or  such  other
consideration  might  violate  any  applicable  law  or  regulation   (including
applicable  non-U.S.  laws or regulations) or entitle the Company to recover the
same under Exchange Act Section 16 (b), and any payment  tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of
such Option shall be promptly refunded to the relevant  Participant,  holder, or
beneficiary.

     11.13 No Trust  or Fund  Created.  Neither  the Plan nor any  Option  shall
create  or be  construed  to  create a trust or  separate  fund of any kind or a
fiduciary  relationship between the Company or any Subsidiary or Affiliate and a
Participant or any other Person.  To the extent that any Person acquires a right
to receive payments from the Company or any Subsidiary or Affiliate  pursuant to
an  Option,  such  right  shall be no  greater  than the right of any  unsecured
general creditor of the Company or any Subsidiary or Affiliate.

     11.14 No  Fractional  Shares.  No  fractional  Shares  shall be  issued  or
delivered  pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other  securities,  or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated or otherwise eliminated.

     11.15  Headings.  Headings are given to the sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.

SECTION 12.  TERM OF THE PLAN

     12.1  Effective  Date.  The Plan shall be effective as of February 13, 2001
provided it is approved and ratified by the Company's  stockholders  on or prior
to December 31, 2001.

     12.2 Expiration  Date. No new Options shall be granted under the Plan after
the tenth (10th)  anniversary of the Effective Date. Unless otherwise  expressly
provided in the Plan or in an applicable  Option  Agreement,  any Option granted
hereunder may, and the authority of the Board or the Committee to amend,  alter,
adjust,  suspend,  discontinue,  or  terminate  any such  Option or to waive any
conditions  or rights  under any such  Option  shall,  continue  after the tenth
(10th) anniversary of the Effective Date.
Exhibit 31.1

Rule 13a-14/15d-14 Certification of CEO

I, Richard P. Smith, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-15(f)
          and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: July 26, 2005                     /s/ Richard P. Smith
                                        ----------------------------------------
                                        Richard P. Smith
                                        President and Chief Executive Officer
Exhibit 31.2

Rule 13a-14/15d-14 Certification of CFO

I, Thomas J. Reddish, certify that;

    1.    I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  TriCo
          Bancshares;
    2.    Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;
    3.    Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;
    4.    The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) and internal  control
          over financial  reporting (as defined in Exchange Act Rules 13-d-15(f)
          and 15d-15(f)) for the registrant and we have:
          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including its consolidated subsidiary, is made known
               to us by others within those  entities,  particularly  during the
               period in which this quarterly report is being prepared;
          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;
          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and procedures  and presented in this  quarterly  report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this quarterly report based on such evaluation; and
          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting;
    5.    The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors;
          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability to record, process,  summarize and report financial data;
               and
          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: July 26, 2005                     /s/ Thomas J. Reddish
                                        ----------------------------------------
                                        Thomas J. Reddish
                                        Executive Vice President and Chief
                                        Financial Officer
Exhibit 32.1

Section 1350 Certification of CEO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I,  Richard P. Smith,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Richard P. Smith
        -------------------------------------
        Richard P. Smith
        President and Chief Executive Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Section 1350 Certification of CFO

In connection with the Quarterly  Report of TriCo  Bancshares (the "Company") on
Form 10-Q for the period  ended June 30, 2005 as filed with the  Securities  and
Exchange  Commission  on the date hereof (the  "Report"),  I, Thomas J. Reddish,
Vice President and Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

        (1)    The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and
        (2)    The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.

        /s/ Thomas J. Reddish
        -------------------------------------
        Thomas J. Reddish
        Executive Vice President and Chief Financial Officer

A signed  original of this  written  statement  required by Section 906 has been
provided  to TriCo  Bancshares  and will be  retained  by TriCo  Bancshares  and
furnished to the Securities and Exchange Commission or its staff upon request.