SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 2001             Commission file number 0-10661
------------------------------------             ------------------------------

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


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

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

Registrant's telephone number, including area code                 530/898-0300
-------------------------------------------------------------------------------
(Former name,  former address and former fiscal year, if changed since last
report)

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 9, 2001:  7,034,580

<PAGE>

PART I

FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS


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


                                                  September 30,     December 31,
                                                  -------------     ------------
                                                      2001              2000
Assets:
Cash and due from banks                              $ 48,317         $ 58,190
Federal funds sold                                     27,000                -
                                                  -------------    ------------
   Cash and cash equivalents                           75,317           58,190
Securities available-for-sale                         210,789          229,110
Loans, net of allowance for loan losses
   of $12,437 and $11,670, respectively               655,720          628,721
Premises and equipment, net                            16,510           16,772
Cash Value of Life Insurance                           14,559           13,753
Other real estate owned                                   723            1,441
Accrued interest receivable                             6,087            6,935
Intangible Assets                                       5,262            5,464
Other assets                                           11,183           11,685
                                                  -------------    ------------
     Total assets                                   $ 996,150        $ 972,071
                                                  =============    ============

Liabilities:
Deposits
 Noninterest-bearing demand                         $ 177,970        $ 168,542
 Interest-bearing demand                              155,304          150,749
 Savings                                              228,367          214,158
 Time certificates                                    297,839          304,383
                                                  -------------    ------------
     Total deposits                                   859,480          837,832
Fed funds purchased                                         -              500
Accrued interest payable and other liabilities         15,327           14,523
Long term borrowings                                   32,963           33,983
                                                  -------------    ------------
     Total liabilities                                907,770          886,838

Shareholders' equity:
Common stock                                           49,395           50,428
Retained earnings                                      37,974           35,129
Accumulated other comprehensive income (loss)           1,011             (324)
                                                  -------------    ------------

     Total shareholders' equity                        88,380           85,233
                                                  -------------    ------------
     Total liabilities and shareholders' equity     $ 996,150        $ 972,071
                                                  =============    ============

<PAGE>
<TABLE>
<CAPTION>


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

                                                    For the three months                   For the nine months
                                                     ended September 30,                   ended September 30,
                                                  2001               2000                2001               2000
<S>                                                <C>               <C>                 <C>                <C>
Interest income:
  Interest and fees on loans                       $ 15,486          $ 16,470            $ 45,943           $ 45,918
  Interest on investment
   securities-taxable                                 2,202             2,852               7,158              8,901
  Interest on investment
   securities-tax exempt                                555               555               1,666              1,669
  Interest on federal funds sold                        370                35               1,321                278
                                              --------------      ------------       -------------      -------------
     Total interest income                           18,613            19,912              56,088             56,766
                                              --------------      ------------       -------------      -------------

Interest expense:
  Interest on deposits                                5,097             6,382              17,603             18,084
  Interest on federal funds purchased                     3               295                   4                512
  Interest on repurchase agreements                       -                14                   -                 99
  Interest on other borrowings                          512               950               1,523              2,264
                                              --------------      ------------       -------------      -------------
     Total interest expense                           5,612             7,641              19,130             20,959
                                              --------------      ------------       -------------      -------------

     Net interest income                             13,001            12,271              36,958             35,807

Provision for loan losses                               600             1,800               3,250              3,500
                                              --------------      ------------       -------------      -------------
    Net interest income after
     provision for loan losses                       12,401            10,471              33,708             32,307

Noninterest income:
  Service charges and fees                            2,045             1,870               6,015              5,563
  Gain on sale of insurance company stock                 -                 -               1,756                  -
  Gain on receipt of insurance company stock              -                 -                   -              1,510
  Other income                                        1,366             1,464               3,731              4,127
                                              --------------      ------------       -------------      -------------
     Total noninterest income                         3,411             3,334              11,502             11,200
                                              --------------      ------------       -------------      -------------

Noninterest expenses:
  Salaries and related expenses                       5,483             4,946              15,899             14,728
  Other, net                                          5,034             4,359              14,672             13,051
                                              --------------      ------------       -------------      -------------
     Total noninterest expenses                      10,517             9,305              30,571             27,779
                                              --------------      ------------       -------------      -------------

Net income before income taxes                        5,295             4,500              14,639             15,728

  Income taxes                                        2,050             1,653               5,578              5,809
                                              --------------      ------------       -------------      -------------

     Net income                                     $ 3,245           $ 2,847             $ 9,061            $ 9,919
                                              ==============      ============       =============      =============

Basic earnings per common share                      $ 0.46            $ 0.40              $ 1.28             $ 1.38
                                              ==============      ============       =============      =============
Diluted earnings per common share                    $ 0.45            $ 0.39              $ 1.25             $ 1.35
                                              ==============      ============       =============      =============

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


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





                                              Common stock                      Accumulated
                                        ------------------------                   Other                       Change in
                                          Number                   Retained     Comprehensive                  Unrealized
                                         of shares     Amount      earnings     Income/(Loss)      Total      Gain/(Loss)
                                        -----------------------------------------------------------------------------------
<S>                                          <C>          <C>         <C>                 <C>        <C>              <C>
Balance, December 31, 2000                7,181,226     $50,428     $35,129             ($324)    $85,233

Exercise of Common Stock options             38,830         386                                       386

Repurchase of Common Stock                 (201,976)     (1,419)     (1,979)                       (3,398)

Common Stock cash dividends                                          (4,237)                       (4,237)

Comprehensive income:
 Net income                                                           9,061                         9,061           $9,061
 Other comprehensive income:
   Change in unrealized gain/(loss)
    on securities, net of tax                                                           1,695       1,695            1,695
   Change in minimum
    pension liability, net of tax                                                        (360)       (360)            (360)
                                                                                                            ---------------
Comprehensive income                                                                                               $10,396
                                        ------------------------------------------------------------------  ---------------
Balance, September 30, 2001               7,018,080     $49,395     $37,974            $1,011     $88,380
                                        ------------------------------------------------------------------

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

                                     TRICO BANCSHARES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (unaudited, in thousands)
                                                                    For the nine months
                                                                    ended September 30,
                                                                2001               2000
                                                           -------------      -------------

<S>                                                                 <C>                <C>
Operating activities:
Net income                                                      $ 9,061            $ 9,919
Adjustments to reconcile net income to net cash provided
 by operating activities:
     Provision for loan losses                                    3,250              3,500
     Provision for losses on other real estate owned                 18                 25
     Depreciation and amortization                                1,891              1,875
     Amortization of intangible assets                              683                724
     Accretion of investment security discounts                     139                200
     Deferred income taxes                                         (551)              (245)
     Investment security (gains) losses (net)                    (1,791)                 -
     (Gain) loss on sale of OREO                                    (48)               (68)
     (Gain) loss on sale of loans                                  (476)              (385)
     (Gain) loss on sale of fixed assets                             (4)                52
     Amortization of stock options                                    -                 69
     (Increase) decrease in interest receivable                     848               (285)
     Increase (decrease) in interest payable                       (895)               429
     (Increase) decrease in other assets and liabilities           (162)              (773)
                                                           -------------      -------------
          Net cash provided (used) by operating activities       11,963             15,037
Investing activities:
     Proceeds from maturities of securities available-for-sale   63,331             29,309
     Proceeds from sale of securities available-for-sale         14,120                  -
     Purchases of securities available-for-sale                 (54,738)            (9,023)
     Net (increase) decrease in loans                           (30,100)           (66,654)
     Proceeds from sales of fixed assets                             23                 32
     Purchases of premises and equipment                         (1,426)            (2,872)
     Proceeds from the sale of OREO                               1,075                914
                                                           -------------      -------------
          Net cash provided (used) by investing activities       (7,715)           (48,294)
Financing activities:
     Net increase (decrease) in deposits                         21,648             14,500
     Net increase (decrease) in Fed funds purchased                (500)            13,600
     Borrowings under long-term debt agreements                       -             35,000
     Payments of principal on long-term debt agreements          (1,020)           (35,017)
     Cash dividends - Common                                     (4,237)            (4,243)
     Repurchase of common stock                                  (3,398)              (235)
     Exercise of common stock options                               386                364
                                                           -------------      -------------
          Net cash provided (used) by financing activities       12,879             23,969
                                                           -------------      -------------
          Increase (decrease) in cash and cash equivalents       17,127             (9,288)
          Cash and cash equivalents at beginning of year         58,190             59,636
                                                           -------------      -------------
          Cash and cash equivalents at end of period           $ 75,317           $ 50,348
                                                           =============      =============
Supplemental information:
     Cash paid for taxes                                        $ 5,775            $ 6,573
     Cash paid for interest expense                            $ 20,025           $ 20,530


</TABLE>
<PAGE>


              Notes to Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The interim results for the three and nine months ended September 30, 2001 and
2000 are not necessarily indicative of results for the full year. It is
suggested that these financial statements be read in conjunction with the
financial statements and the notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.

Note B - Comprehensive Income

For the Company, comprehensive income includes net income reported on the
statement of income, changes in the fair value of its available-for-sale
investments and changes in minimum pension liability reported as other
comprehensive income. The following table presents net income adjusted by these
elements to determine total comprehensive income (in thousands):


                                         Three months ended    Nine months ended
                                            September 30,        September 30,
                                          2001        2000     2001         2000
Net income                                 $3,245   $ 2,847   $ 9,061    $ 9,919
Net change in unrealized gains/(losses)
  on securities available-for-sale          1,411     1,555     1,695      1,838
Net change in minimum
  pension liability                             -         -      (360)         -
                                          -------  --------   -------    -------

Comprehensive income                       $4,656   $ 4,402   $10,396    $11,757
                                           ======   =======   =======    =======



<PAGE>


Note C - Earnings per Share

The Company's  basic and diluted  earnings per share are as follows  (dollars in
thousands except per share data):
                                           Three Months Ended September 30, 2001
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares       Amount
Basic Earnings per Share:
  Net income available to common shareholders $3,245     7,044,156       $0.46
Common stock options outstanding                  --       186,767
Diluted Earnings per Share:
  Net income available to common shareholders $3,245     7,230,923       $0.45
                                              ======     =========

                                           Three Months Ended September 30, 2000
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares        Amount
Basic Earnings per Share:
  Net income available to common shareholders $2,847     7,203,004       $0.40
Common stock options outstanding                  --       146,398
Diluted Earnings per Share:
  Net income available to common shareholders $2,847     7,349,402       $0.39
                                              ======     =========

                                           Nine Months Ended September 30, 2001
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares        Amount
Basic Earnings per Share:
  Net income available to common shareholders $9,061     7,087,346       $1.28
Common stock options outstanding                  --       149,497
Diluted Earnings per Share:
  Net income available to common shareholders $9,061     7,236,843       $1.25
                                              ======     =========

                                           Nine Months Ended September 30, 2000
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares       Amount
Basic Earnings per Share:
  Net income available to common shareholders $9,919     7,187,655       $1.38
Common stock options outstanding                  --       155,010
Diluted Earnings per Share:
  Net income available to common shareholders $9,919     7,342,665       $1.35
                                              ======     =========

<PAGE>


Note D - Business Segments

The Company is principally engaged in traditional community banking activities
provided by the Company's wholly-owned subsidiary, Tri Counties Bank (the
"Bank") through its thirty branches and seven in-store branches located
throughout Northern California from the Oregon boarder to Bakersfield. Community
banking activities include the Bank's commercial and retail lending, deposit
gathering and investment and liquidity management activities. In addition to its
community banking services, the Bank offers investment brokerage and leasing
services.

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

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                          Community
                                           Banking          Other         Total
Three Months Ended September 30, 2001
Net interest income                        $ 12,832    $      169       $ 13,001
Noninterest income                            2,652           759          3,411
Noninterest expense                           9,878           639         10,517
Net income                                    3,066           179          3,245
Assets                                     $980,270      $ 15,880       $996,150

Three Months Ended September 30, 2000
Net interest income                        $ 12,059     $     212       $ 12,271
Noninterest income                            2,507           827          3,334
Noninterest expense                           8,792           513          9,305
Net income                                    2,552           295          2,847
Assets                                     $947,064      $ 14,917       $961,981

Nine Months Ended September 30, 2001
Net interest income                        $ 36,338     $     620       $ 36,958
Noninterest income                            9,417         2,085         11,502
Noninterest expense                          28,826         1,745         30,571
Net income                                    8,466           595          9,061
Assets                                     $980,270       $15,880       $996,150

Nine Months Ended September 30, 2000
Net interest income                        $ 35,190     $     617       $ 35,807
Noninterest income                            8,837         2,363         11,200
Noninterest expense                          26,295         1,484         27,779
Net income                                    9,088           831          9,919
Assets                                     $947,064      $ 14,917       $961,981


<PAGE>


Note E - Other Income

Included in the results for the nine months ended September 30, 2001 is a
one-time pre-tax income item of $1,756,000. This one-time item represents the
realized gain recorded by the Company upon the sale of 88,796 common shares of
John Hancock Financial Services, Inc. (JHF) for proceeds of $3,265,000.

Included in the results for the nine months ended September 30, 2000 was a
one-time pre-tax income item of $1,510,000. This one-time item represents the
initial value of 88,796 common shares of JHF which the Bank received as a
consequence of its ownership of certain insurance policies through John Hancock
Mutual Life Insurance Company and JHF's conversion from a mutual company to a
stock company.

Note F - Stock Repurchase Plans

On March 15, 2001, the Company announced the completion of its first stock
repurchase plan initially announced on July 20, 2000. Under this repurchase
plan, the Company repurchased a total of 150,000 shares of which 110,000 shares
were repurchased since December 31, 2000.

On October 19, 2001, the Company announced the completion of its second stock
repurchase plan initially announced on March 15, 2001. Under this repurchase
plan, the Company repurchased a total of 150,000 shares.

Also on October 19, 2001, the Company announced that its Board of Directors
approved a new plan to repurchase, as conditions warrant, up to 150,000
additional shares of the Company's stock on the open market or in privately
negotiated transactions. The timing of purchases and the exact number of shares
to be purchased will depend on market conditions. The 150,000 shares covered by
this repurchase plan represent approximately 2.2% of the Company's 6,992,080
then outstanding common shares. As of November 9, 2001, the Company had
repurchased 68,500 shares under this new plan.

Note G - Shareholder Rights Plan

On June 25, 2001, the Company announced that its Board of Directors adopted and
entered into a Shareholder Rights Plan designed to protect and maximize
shareholder value and to assist the Board of Directors in ensuring fair and
equitable benefit to all shareholders in the event of a hostile bid to acquire
the Company.

The Company adopted this Rights Plan to protect stockholders from coercive or
otherwise unfair takeover tactics. In general terms, the Rights Plan imposes a
significant penalty upon any person or group that acquires 15% or more of the
Company's outstanding common stock without approval of the Company's Board of
Directors. The Rights Plan was not adopted in response to any known attempt to
acquire control of the Company.

Under the Rights Plan, a dividend of one Preferred Stock Purchase Right was
declared for each common share held of record as of the close of business on
July 10, 2001. No separate certificates evidencing the Rights will be issued
unless and until they become exercisable.

The Rights generally will not become exercisable unless an acquiring entity
accumulates or initiates a tender offer to purchase 15% or more of the Company's
common stock. In that event, each Right will entitle the holder, other than the
unapproved acquirer and its affiliates, to purchase either the Company's common
stock or shares in an acquiring entity at one-half of market value.

The Right's initial exercise price, which is subject to adjustment, is $49.00
per Right. The Company's Board of Directors generally will be entitled to redeem
the Rights at a redemption price of $.01 per Right until an acquiring entity
acquires a 15% position. The Rights expire on July 10, 2011.

<PAGE>


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

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

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

Overview

The Company had earnings of $3,245,000 for the quarter ended September 30, 2001.
The quarterly earnings represented a 14.0% increase from the $2,847,000 reported
for the same period of 2000. Diluted earnings per share for the third quarter of
2001 were $0.45 versus $0.39 in the year earlier period. Earnings for the nine
months ended September 30, 2001 were $9,061,000 versus year ago results of
$9,919,000, and represented an 8.7% decrease. The diluted earnings per share
were $1.25 and $1.35 for the respective nine-month periods. Included in the
results for the nine months ended September 30, 2001 was a $1,756,000 pretax
gain on the sale of the Company's equity investment in John Hancock Financial
Services, Inc. (JHF). In the nine months ended September 30, 2000, the Company
recorded a $1,510,000 pretax gain from the initial receipt of its investment in
JHF. Excluding the gains associated with the shares of JHF, the Company would
have reported diluted earnings per share of $1.10 and $1.23 in the nine months
ended September 30, 2001 and 2000, respectively.

The increase in third quarter operating results was due to a $730,000 (6.0%)
increase in net interest income, a $1,200,000 (67%) decrease in provision for
loan losses offset by a $1,212,000 (13.0%) increase in noninterest expense. The
6.0% increase in net interest income was primarily due to a 2.8% increase in the
average balance of interest earning assets and a 16 basis point increase in net
interest margin. The 67% decrease in the quarterly provision for loan losses was
due to a 97% decrease in quarterly net loan charge offs. The 13.0% increase in
noninterest expense was due to increased salary expense from annual salary
increases and additional headcount, and increased other operational expenses due
to new branch locations and sales volume related expenses.

<PAGE>

Net interest income for the quarter ended September 30, 2001 grew $718,000
(5.7%) to $13,289,000 on a fully tax equivalent basis. Interest income was down
$1,311,000 (6.5%) mainly due to Federal Reserve interest rate cuts totaling 400
basis points since December 31, 2000. This was partially offset by a 2.8%
increase in the quarter-over-quarter volume of earning assets ($894,670,000
versus $869,779,000). The average yield on earning assets decreased 85 basis
points to 8.45%. Interest expense decreased $2,029,000 (26.6%) as a result of a
110 basis point decrease in the average rate paid on interest-bearing
liabilities to 3.15% and a 0.8% decrease in average balances of interest-bearing
liabilities to $713,356,000. The average balance of noninterest-bearing deposits
increased 15.3% to $164,583,000 from the year-ago quarter. Net interest margin
was 5.94% for the third quarter of 2001 versus 5.78% in the same quarter of the
prior year.

Noninterest income for the third quarter of 2001 increased $77,000 (2.3%) to
$3,411,000 from the same period in 2000. Service charge and fee income was up
$175,000 (9.4%) to $2,045,000 mainly due to increased deposit account service
charges and fees. Other noninterest income decreased $98,000 (6.7%) to
$1,366,000. The decrease in other noninterest income was comprised of a $2,000
(0.3%) decrease in commissions on nondeposit investment product sales to
$678,000, a $14,000 (6.8%) decrease in gain on sale of loans and loan servicing
to $191,000, a $105,000 (72%) decrease in miscellaneous noninterest income to
$41,000, and a $35,000 (100%) increase in gain on sale of investments.

Noninterest expense increased $1,212,000 (13.0%) to $10,517,000 in the third
quarter of 2001 versus the same period in 2000. Salary and benefit expense
increased $537,000 (10.9%) to $5,483,000 due to a $175,000 (5.1%) increase in
base salaries to $3,606,000, a $205,000 (42%) increase in sales commissions and
incentives to $699,000, and a $72,000 (27%) increase in employee retirement
expense to $336,000. Average full-time equivalent employees increased 2.1% from
the year-ago quarter to 487. Other expenses increased $675,000 (15.5%) to
$5,034,000. Expenses contributing to this increase included a $109,000 (45%)
increase in telephone expense to $350,000, a $58,000 (30%) increase in ATM
network charges, an $84,000 (6%) increase in premises and equipment expense to
$1,415,000, and a $138,000 (46%) increase in loan production and maintenance
expenses.

Assets of the Company totaled $996,150,000 at September 30, 2001 and represented
increases of $24,079,000 (2.5%) and $34,169,000 (3.6%) from the December 31,
2000 and September 30, 2000 ending balances, respectively. Changes in average
earning assets from the prior year third quarter-end balances included an
increase in loans of $10,581,000 (1.6%) to $661,630,000, a decrease in
securities of $25,250,000 (11.7%) to $191,296,000, and an increase in Federal
funds sold of $39,560,000 to $41,744,000. From year-end 2000 balances,
nonperforming assets have decreased $8,141,000 (55.5%) and total $6,527,000 at
September 30, 2001. Nonperforming assets were 0.66% and 1.51% of total assets at
September 30, 2001 and December 31, 2000, respectively. Nonperforming assets
were $6,992,000, $7,790,000, and $14,668,000 at June 30, 2001, March 31, 2001,
and December 31, 2000, respectively.

Year-to-date 2001, on an annualized basis, the Company realized a return on
assets of 1.25% and a return on equity of 13.90% versus 1.42% and 17.16%,
respectively, in the nine months ended September 30, 2000. TriCo Bancshares
ended the quarter with a Tier 1 capital ratio of 10.44% and a total risk-based
capital ratio of 11.69%.

<PAGE>

The following tables provide a summary of the major elements of income and
expense for the third quarter of 2001 compared with the third quarter of 2000
and for the first nine months of 2001 compared with the first nine months of
2000:

                                TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                                   (unaudited)



                                            Three months
                                          ended September 30,         Percentage
                                       2001              2000           Change
                                       (in thousands, except           increase
                                         earnings per share)          (decrease)
Interest income                      $ 18,901         $ 20,212          (6.5%)
Interest expense                        5,612            7,641         (26.6%)
                                     --------         --------

Net interest income                    13,289           12,571           5.7%

Provision for loan losses                 600            1,800         (66.7%)
                                     --------         --------

Net interest income after              12,689           10,771          17.8%
  provision for loan losses

Noninterest income                      3,411            3,334           2.3%
Noninterest expenses                   10,517            9,305          13.0%
                                     --------         --------

Net income before income taxes          5,583            4,800          16.3%
Income taxes                            2,050            1,653          24.0%
Tax equivalent adjustment1                288              300          (4.0%)
                                     --------         --------

Net income                              3,245            2,847          14.0%
                                     ========         ========


Diluted earnings per common share      $ 0.45           $ 0.39          15.4%


1Interest on tax-free securities is reported on a tax equivalent basis of 1.52
for September 30, 2001 and 2000.

<PAGE>

                                TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                                   (unaudited)



                                            Nine months
                                         ended September 30,          Percentage
                                       2001             2000            Change
                                       (in thousands, except           increase
                                        earnings per share)           (decrease)
Interest income                      $ 56,954         $ 57,634          (1.2%)
Interest expense                       19,130           20,959          (8.7%)
                                     --------         --------

Net interest income                    37,824           36,675           3.1%

Provision for loan losses               3,250            3,500          (7.1%)
                                     --------         --------

Net interest income after              34,574           33,175           4.2%
  provision for loan losses

Noninterest income                     11,502           11,200           2.7%
Noninterest expenses                   30,571           27,779          10.1%
                                     --------         --------

Net income before income taxes         15,505           16,596          (6.6%)
Income taxes                            5,578            5,809          (4.0%)
Tax equivalent adjustment1                866              868          (0.2%)
                                     --------         --------

Net income                              9,061            9,919          (8.7%)
                                     ========         ========


Diluted earnings per common share      $ 1.25           $ 1.35          (7.4%)


1Interest on tax-free securities is reported on a tax equivalent basis of 1.52
for September 30, 2001 and 2000.

<PAGE>


Net Interest Income / Net Interest Margin

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

For the three months ended September 30, 2001, interest income decreased
$1,311,000 (6.5%) over the same period in 2000. The average balance of total
earning assets was higher by $24,891,000 (2.9%). Average loan and Federal funds
sold balances were up $10,581,000 (1.6%) and $39,560,000 (1,811%), respectively,
and resulted in increases on interest income of $268,000 and $634,000,
respectively. Average balances of securities were down $25,250,000 (11.7%) which
resulted in a $432,000 decrease in interest income. The average yield on loans
was lower by 76 basis points while the average yield on securities and Fed funds
sold decreased 48 and 286 basis points, respectively. The overall yield on
average earning assets decreased 85 basis points to 8.45% which decreased
interest income by $1,781,000.

For the third quarter of 2001, interest expense decreased $2,029,000 (26.6%)
over the year earlier period. Average balances of interest-bearing liabilities
were down $5,814,000 (0.8%), and resulted in a $325,000 decrease in interest
expense. The average rate paid on interest- bearing liabilities decreased 110
basis points to 3.15% and resulted in a $1,704,000 decrease in interest expense.

The combined effect of the decrease in interest income and decrease in interest
expense for the third quarter of 2001 versus the third quarter of 2000 resulted
in an increase of $718,000 (5.7%) in net interest income. Net interest margin
was up 16 basis points to 5.94% from 5.78% for the same period a year ago.

The nine-month period ending September 30, 2001, reflects an interest income
decrease of $680,000 (1.2%) over the same period in 2000. Increases of
$24,823,000 (4.0%) and $34,349,000 (543%) in average balances of loans and
Federal funds sold, respectively, accounted for increases in interest income of
$1,839,000 and $1,507,000, respectively. A decrease of $22,299,000 (10.1%) in
average balances of securities accounted for a $1,154,000 decrease in interest
income. The average yield received on all earning assets for the nine-month
period ended September 30, 2001 was down 48 basis points to 8.59%, and resulted
in a $2,872,000 decrease in interest income.

Interest expense for the nine-month period decreased $1,829,000 (8.7%) from that
for the same period in 2000. Average balances of interest-bearing liabilities
were up $10,291,000 (1.5%) and resulted in a $69,000 increase in interest
expense. The average rate paid on interest- bearing liabilities decreased 40
basis points to 3.58% and resulted in a $1,898,000 decrease in interest expense.

The combined effect of the decreases in interest income and interest expense for
the first nine months of 2001 versus 2000 resulted in an increase of $1,149,000
(3.1%) in net interest income. Net interest margin decreased 6 basis points to
5.71% from 5.77%.

<PAGE>

Historically,  the Bank's net interested margin has exhibited an asset-sensitive
nature,  meaning when market  interest  rates  increased the Bank's net interest
margin  generally  increased,  and when rates  decreased the Bank's net interest
margin  decreased.  During 2000, the Federal Reserve was raising interest rates,
and the Bank's margin  improved.  In January 2001, the Federal Reserve started a
historic series of interest rate reductions which caused the Bank's net interest
margin to  contract in the quarter  ended  March 31,  2001.  The Bank then began
aggressively  cutting its deposit rates that despite  continued  Federal Reserve
rate reductions  lead to significant  improvements in net interest margin in the
quarters  ended June 30,  and  September  30,  2001.  The  Federal  Reserve  has
continued to aggressively  decrease  interest  rates,  and as it does it becomes
increasingly  difficult for the Bank to maintain its current relatively high net
interest margin.

The following four tables provide summaries of the components of the interest
income, interest expense and net interest margins on earning assets for the
quarter and nine month periods ended September 30, 2001 versus the same periods
in 2000:


<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                (unaudited, in thousands)
                                                                   Three Months Ended
                                               30-Sep-01                                        30-Sep-00

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
<S>                                <C>            <C>                <C>           <C>            <C>               <C>
Assets
Earning assets
  Loans 2,3                        $661,630       $ 15,486           9.36%         $651,049       $ 16,470          10.12%
  Securities4                       191,296          3,045           6.37%          216,546          3,707           6.85%
  Federal funds sold                 41,744            370           3.55%            2,184             35           6.41%
                               -------------    -----------                    -------------     ----------
    Total earning assets            894,670         18,901           8.45%          869,779         20,212           9.30%
                                                -----------                                      ----------
Cash and due from bank               42,680                                          38,693
Premises and equipment               16,760                                          17,244
Other assets, net                    40,367                                          41,610
Less:  allowance
  for loan losses                   (12,090)                                        (11,866)
                               -------------                                   -------------
      Total                        $982,387                                        $955,460
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $157,315            368           0.94%         $148,728            590           1.59%
  Savings deposits                  224,338          1,111           1.98%          214,663          1,725           3.21%
  Time deposits                     298,505          3,618           4.85%          279,355          4,067           5.82%
Federal funds purchased                 235              3           5.11%           17,131            295           6.89%
Repurchase agreements                     -              -                              804             14           5.16%
Long-term debt                       32,963            512           6.21%           58,489            950           6.50%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   713,356          5,612           3.15%          719,170          7,641           4.25%
                                                -----------                                      ----------
Noninterest-bearing deposits        164,583                                         142,767
Other liabilities                    16,441                                          13,039
Shareholders' equity                 88,005                                          80,484
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $982,385                                        $955,460
                               =============                                   =============

Net interest rate spread5                                            5.30%                                           5.05%
Net interest income/net                           $ 13,289                                        $ 12,571
                                                ===========                                      ==========
  interest margin6                                   5.94%                                           5.78%
                                                ===========                                      ==========


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $1,406,000 in 2001 and $829,000 in 2000.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30, 2001 and 2000.
5Net interest rate spread represents the average yield earned on interest-earning assets
        less the average rate paid on interest-bearing liabilities.
6Net interest margin is computed by dividing net interest income by total average earning assets.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                 (unaudited, in thousands)
                                                                     Nine Months Ended
                                               30-Sep-01                                        30-Sep-00

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
<S>                                <C>              <C>              <C>           <C>              <C>               <C>
Assets
Earning assets
  Loans 2,3                        $ 644,447        $ 45,943         9.51%         $ 619,624        $ 45,918          9.88%
  Securities4                        198,689           9,690         6.50%           220,988          11,438          6.90%
  Federal funds sold                  40,680           1,321         4.33%             6,331             278          5.85%
                                -------------   -------------                    ------------    ------------
    Total earning assets             883,816          56,954         8.59%           846,943          57,634          9.07%
                                                -------------                                    ------------
Cash and due from bank                41,055                                          37,456
Premises and equipment                16,868                                          16,471
Other assets, net                     40,381                                          41,681
Less:  allowance
  for loan losses                    (12,044)                                        (11,776)
                                -------------                                    ------------
      Total                        $ 970,076                                       $ 930,775
                                =============                                    ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 153,412           1,325         1.15%         $ 148,195           1,752          1.58%
  Savings deposits                   219,750           3,898         2.37%           218,015           5,060          3.09%
  Time deposits                      305,436          12,380         5.40%           272,670          11,272          5.51%
Federal funds purchased                  113               4         4.25%            10,129             512          6.74%
Repurchase agreements                      -               -                           2,014              99          6.55%
Long-term debt                        33,026           1,523         6.15%            50,423           2,264          5.99%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    711,737          19,130         3.58%           701,446          20,959          3.98%
                                                -------------                                    ------------
Noninterest-bearing deposits         155,563                                         139,117
Other liabilities                     15,890                                          13,147
Shareholders' equity                  86,886                                          77,065
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 970,076                                       $ 930,775
                                =============                                    ============

Net interest rate spread5                                            5.01%                                            5.09%
Net interest income/net                             $ 37,825                                        $ 36,675
                                                =============                                    ============
  interest margin6                                     5.71%                                           5.77%
                                                =============                                    ============


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $3,475,000 in 2001 and $2,150,000 in 2000.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30, 2001 and 2000.
5Net interest rate spread represents the average yield earned on interest-earning assets less
        the average rate paid on interest-bearing liabilities.
6Net interest margin is computed by dividing net interest income by total average earning assets.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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



                                                      For the three months ended September 30,
                                                                   2001 over 2000

                                                                                                             Yield/
                                             Volume                          Rate4                            Total
                                  ------------------             ------------------             --------------------
<S>                                           <C>                         <C>                                <C>
Increase (decrease) in
  interest income:
    Loans 1,2                                 $ 268                       $ (1,252)                          $ (984)
    Investment securities3                     (432)                          (230)                            (662)
    Federal funds sold                          634                           (299)                             335
                                  ------------------             ------------------             --------------------
      Total                                     470                         (1,781)                          (1,311)
                                  ------------------             ------------------             --------------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                         34                           (256)                            (222)
    Savings deposits                             78                           (692)                            (614)
    Time deposits                               279                           (728)                            (449)
    Federal funds purchased                    (291)                            (1)                            (292)
    Short-term debt                             (10)                            (4)                             (14)
    Long-term debt                             (415)                           (23)                            (438)
                                  ------------------             ------------------             --------------------
      Total                                    (325)                        (1,704)                          (2,029)
                                  ------------------             ------------------             --------------------

Increase (decrease) in
  net interest income                         $ 795                          $ (77)                           $ 718
                                  ==================             ==================             ====================


1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,406,000 in 2001 and $829,000 in 2000.
3Interest income is stated on a tax equivalent basis of 1.52 for September 30, 2001 and 2000.
4The rate/volume variance has been included in the rate variance.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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



                                                           For the nine months ended September 30,
                                                                       2001 over 2000

                                                                                                            Yield/
                                                     Volume                      Rate4                       Total
                                           -----------------          -----------------           -----------------
<S>                                                 <C>                       <C>                             <C>
Increase (decrease) in
  interest income:
    Loans 1,2                                       $ 1,839                   $ (1,814)                       $ 25
    Investment securities3                           (1,154)                      (594)                     (1,748)
    Federal funds sold                                1,507                       (464)                      1,043
                                           -----------------          -----------------           -----------------
      Total                                           2,192                     (2,872)                       (680)
                                           -----------------          -----------------           -----------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                                 62                       (489)                       (427)
    Savings deposits                                     40                     (1,202)                     (1,162)
    Time deposits                                     1,354                       (246)                      1,108
    Federal funds purchased                            (506)                        (2)                       (508)
    Short-term debt                                     (99)                         -                         (99)
    Long-term debt                                     (782)                        41                        (741)
                                           -----------------          -----------------           -----------------
      Total                                              69                     (1,898)                     (1,829)
                                           -----------------          -----------------           -----------------

Increase (decrease) in
  net interest income                               $ 2,123                     $ (973)                    $ 1,150
                                           =================          =================           =================


1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $3,475,000 in 2001 and $2,150,000 in 2000.
3Interest income is stated on a tax equivalent basis of 1.52 for September 30, 2001 and 2000.
4The rate/volume variance has been included in the rate variance.

</TABLE>

<PAGE>


Provision for Loan Losses

The Bank provided $600,000 for loan losses in the third quarter of 2001 versus
$1,800,000 in 2000. Net charge-offs for all loans in the third quarter of 2001
totaled $83,000 versus $3,174,000 in the year earlier period. Of the $3,174,000
net charge-offs in the third quarter of 2000, $3,000,000 was related to one
borrower. This significant charge-off activity in the quarter ended September
30, 2000 also contributed to the significant provision for loan losses in that
period.

Noninterest Income

Noninterest income for the third quarter of 2001 increased $77,000 (2.3%) to
$3,411,000 from the same period in 2000. Service charge and fee income was up
$175,000 (9.4%) to $2,045,000 mainly due to increased deposit account service
charges and fees. Other noninterest income decreased $98,000 (6.7%) to
$1,366,000. The decrease in other noninterest income was comprised of a $2,000
(0.3%) decrease in commissions on nondeposit investment product sales to
$678,000, a $14,000 (6.8%) decrease in gain on sale of loans and loan servicing
to $191,000, a $105,000 (72%) decrease in miscellaneous noninterest income to
$41,000, and a $35,000 (100%) increase in gain on sale of investments.

For the nine months ended September 30, noninterest income was up $302,000
(2.7%) over the same period for 2000. As described above, during the quarters
ended March 31, 2001 and 2000, the Company recorded one-time pre-tax income
items of $1,756,000 and $1,510,000, respectively from the receipt and sale of
John Hancock Financial Services, Inc. common stock. Excluding these one-time
events, noninterest income for the nine months ended September 30, 2001 would
have increased $56,000 (0.6%) to $9,746,000. Service charges and fee income was
up $452,000 (8.1%) to $6,015,000 mainly due to increased deposit account service
charges and fees. Other income decreased $396,000 (9.6%) to $3,731,000 primarily
due to a $300,000 (14%) decrease in commissions earned on the sale of nondeposit
investment products to $1,864,000.

Noninterest Expense

Noninterest expense increased $1,212,000 (13.0%) to $10,517,000 in the third
quarter of 2001 versus the same period in 2000. Salary and benefit expense
increased $537,000 (10.9%) to $5,483,000 due to a $175,000 (5.1%) increase in
base salaries to $3,606,000, a $205,000 (42%) increase in sales commissions and
incentives to $699,000, and a $72,000 (27%) increase in employee retirement
expense to $336,000. Average full-time equivalent employees increased 2.1% from
the year-ago quarter to 487. Other expenses increased $675,000 (15.5%) to
$5,034,000. Expenses contributing to this increase included a $109,000 (45%)
increase in telephone expense to $350,000, a $58,000 (30%) increase in ATM
network charges to $250,000, an $84,000 (6%) increase in premises and equipment
expense to $1,415,000, and a $138,000 (46%) increase in loan production and
maintenance expenses to $437,000.

<PAGE>

For the first nine months noninterest expenses increased $2,792,000 (10.1%) in
2001 compared to 2000. Salary and benefit expense increased $1,171,000 (8.0%) on
a year-over-year basis to $15,899,000. Base salaries increased $587,000 (5.9%)
to $10,596,000. Other expenses increased $1,621,000 (12.4%) to $14,672,000.
Expenses contributing to this increase included a $183,000 (26%) increase in
telephone expense to $895,000, a $128,000 (23%) increase in ATM network charges
to $689,000, an $219,000 (6%) increase in premises and equipment expense to
$4,126,000, and a $196,000 (29%) increase in loan production and maintenance
expenses to $882,000. The increases in telephone, ATM network, and premises and
equipment expenses are mainly due to the Company's efforts to upgrade, combine,
and expand its ATM and communications networks. The increase in loan production
and maintenance expenses is mainly due to increased production of consumer
loans, including home equity loans and real estate mortgage loans, and are
offset by increased fee income and net interest income.

Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 2001 is 38.1% and
reflects an increase from 36.9% in the year earlier period.

Loans

At September 30, 2001, loan balances were $17,350,000 (2.7%) higher than the
ending balances at September 30, 2000 and $27,766,000 (4.3%) higher than the
ending balances at December 31, 2000. On a year-over-year basis at September 30,
consumer and real estate construction loan balances were higher by $35,571,000
(31.3%), and $16,478,000 (57.7%), respectively. Commercial and real estate
mortgage loan balances were lower by $15,610,000 (9.3%), and $19,089,000 (5.6%),
respectively.

Securities

At September 30, 2001, securities available-for-sale had a fair value of
$210,789,000 and an amortized cost of $208,561,000. This portfolio contained
mortgage-backed securities with an amortized cost of $131,111,000 of which
$8,276,000 were CMOs.


<PAGE>

Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased
$8,141,000 (56%) to $6,527,000 in the first nine months of 2001. Included in the
nonaccrual loans balance at December 31, 2000 was approximately $8,400,000
related to a single borrower that was subsequently sold in the quarter ended
March 31, 2001 without recourse to the Company. Nonperforming assets represent
0.66% of total assets, compared to 1.51% at year-end 2000. All nonaccrual loans
are considered to be impaired under SFAS 114 Accounting by Creditors for
Impairment of a Loan. The Bank continues to make a concerted effort to work
problem and potential problem loans to reduce risk of loss.

                                          September 30,        December 31,
                                              2001                2000
                                              (unaudited, in thousands)
Nonaccrual loans                            $ 5,587              $ 12,262
Accruing loans past due 90 days or more         217                   965
Restructured loans (in compliance with
  modified terms)                                 -                     -
                                           ---------            ----------

     Total nonperforming loans                5,804                13,227

Other real estate owned                         723                 1,441
                                           ---------            ----------

     Total nonperforming assets             $ 6,527              $ 14,668
                                           =========            ==========

Nonperforming loans to total loans            0.87%                 2.07%
Allowance for loan losses to
  nonperforming loans                          214%                   88%
Nonperforming assets to total assets          0.66%                 1.51%
Allowance for loan losses to
  nonperforming assets                         191%                   80%



Allowance for Loan Loss

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

<PAGE>

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

The Company's method for assessing the appropriateness of the allowance includes
specific allowances for identified problem loans and leases as determined by
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,
2000.

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

                                     For the nine months ended September 30,
                                         2001                        2000
                                           (unaudited, in thousands)
Balance, Beginning of period             $ 11,670                 $ 11,037
Provision charged to operations             3,250                    3,500
Loans charged off                          (2,647)                  (3,626)
Recoveries of loans previously
  charged off                                 164                      307
                                     -------------            -------------
Balance, end of period                   $ 12,437                 $ 11,218
                                     =============            =============

Ending loan portfolio                   $ 668,157                $ 650,807
                                     =============            =============
Allowance as a percentage
  of ending loan portfolio                  1.86%                    1.72%
                                     =============            =============


<PAGE>

Equity

The following table indicates the amounts of regulatory capital of the Company
(unaudited, in thousands):

<TABLE>
<CAPTION>
                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>       <C>            <C>       <C>        <C>        <C>
As of  September 30, 2001:
Total Capital to Risk Weighted Assets:
    Consolidated                     $91,433   11.69%       =>$62,543 =>8.0%     =>$78,179  =>10.0%
    Tri Counties Bank                $89,253   11.44%       =>$62,407 =>8.0%     =>$78,008  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $81,625   10.44%       =>$31,271 =>4.0%     =>$46,908  => 6.0%
    Tri Counties Bank                $79,469   10.19%       =>$31,203 =>4.0%     =>$46,805  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $81,625    8.35%       =>$39,087 =>4.0%     =>$48,859  => 5.0%
    Tri Counties Bank                $79,469    8.15%       =>$39,014 =>4.0%     =>$48,768  => 5.0%


</TABLE>


                         Item 3. MARKET RISK MANAGEMENT

There have not been any significant changes in the risk management profile of
the Bank since December 31, 2000.

<PAGE>


PART II


Other Information

Item 2.      Changes in Securities and Use of Proceeds

(a)          & (b) On July 10, 2001, the Company declared a dividend of one
             Preferred Stock Purchase Right for each common share held of record
             at the close of business on such date, pursuant to the Company's
             Shareholder Rights Plan.

             In general terms, the Rights Plan imposes a significant penalty
             upon any person or group that acquires 15% or more of the Company's
             outstanding common stock without approval of the Company's Board of
             Directors. The Rights generally will not become exercisable unless
             an acquiring entity accumulates or initiates a tender offer to
             purchase 15% or more of the Company's common stock. In that event,
             each right will entitle the holder, other than the unapproved
             acquirer and its affiliates, to purchase either the Company's
             common stock or shares in an acquiring entity at one-half of market
             value.

 Item 6.     Exhibits and Reports on Form 8-K

(a) Exhibit No.                                       Exhibits

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

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

3.3                 Certificate of Determination of Preferences of series AA
                    Junior Participating Preferred Stock filed with the
                    California Secretary of State on June 28, 2001, is attached
                    here to.

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

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

<PAGE>

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

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

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

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

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

         10.8       Rights Agreement dated June 25, 2001, by and between TriCo
                    Bancshares and Mellon Investor Services LLC, as Rights
                    Agent, filed a Exhibit 1 to the Registrant's Form 8-A filed
                    on July 5, 2001, is incorporated herein by reference.

         10.9       Form of Change of Control Agreement dated April 10, 2001, by
                    and between the Registrant and each of Craig Carney, Richard
                    O'Sullivan, Thomas Reddish, Ray Rios and Richard Smith, is
                    attached here to.

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



(b)  Reports on Form 8-K:

         None


<PAGE>


                                   SIGNATURES



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


                                                          TRICO BANCSHARES



Date   November 13, 2001                           /s/ Richard P. Smith
    ----------------------------                   -----------------------------
                                                       Richard P. Smith
                                                       President and
                                                       Chief Executive Officer


Date   November 13, 2001                           /s/ Thomas J. Reddish
    ----------------------------                   -----------------------------
                                                       Thomas J. Reddish
                                                       Vice President and
                                                       Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended September 30, 2001             Commission file number 0-10661
------------------------------------             ------------------------------

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

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

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

Registrant's telephone number, including area code                 530/898-0300
-------------------------------------------------------------------------------
(Former name,  former address and former fiscal year, if changed since last
report)

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 9, 2001:  7,034,580
PART I

FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS

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

                                                  September 30,     December 31,
                                                  -------------     ------------
                                                      2001              2000
Assets:
Cash and due from banks                              $ 48,317         $ 58,190
Federal funds sold                                     27,000                -
                                                  -------------    ------------
   Cash and cash equivalents                           75,317           58,190
Securities available-for-sale                         210,789          229,110
Loans, net of allowance for loan losses
   of $12,437 and $11,670, respectively               655,720          628,721
Premises and equipment, net                            16,510           16,772
Cash Value of Life Insurance                           14,559           13,753
Other real estate owned                                   723            1,441
Accrued interest receivable                             6,087            6,935
Intangible Assets                                       5,262            5,464
Other assets                                           11,183           11,685
                                                  -------------    ------------
     Total assets                                   $ 996,150        $ 972,071
                                                  =============    ============

Liabilities:
Deposits
 Noninterest-bearing demand                         $ 177,970        $ 168,542
 Interest-bearing demand                              155,304          150,749
 Savings                                              228,367          214,158
 Time certificates                                    297,839          304,383
                                                  -------------    ------------
     Total deposits                                   859,480          837,832
Fed funds purchased                                         -              500
Accrued interest payable and other liabilities         15,327           14,523
Long term borrowings                                   32,963           33,983
                                                  -------------    ------------
     Total liabilities                                907,770          886,838

Shareholders' equity:
Common stock                                           49,395           50,428
Retained earnings                                      37,974           35,129
Accumulated other comprehensive income (loss)           1,011             (324)
                                                  -------------    ------------

     Total shareholders' equity                        88,380           85,233
                                                  -------------    ------------
     Total liabilities and shareholders' equity     $ 996,150        $ 972,071
                                                  =============    ============
TRICO BANCSHARES
                                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                   (unaudited)
                                 (in thousands except earnings per common share)

                                                    For the three months                   For the nine months
                                                     ended September 30,                   ended September 30,
                                                  2001               2000                2001               2000
Interest income:
  Interest and fees on loans                       $ 15,486          $ 16,470            $ 45,943           $ 45,918
  Interest on investment
   securities-taxable                                 2,202             2,852               7,158              8,901
  Interest on investment
   securities-tax exempt                                555               555               1,666              1,669
  Interest on federal funds sold                        370                35               1,321                278
                                              --------------      ------------       -------------      -------------
     Total interest income                           18,613            19,912              56,088             56,766
                                              --------------      ------------       -------------      -------------

Interest expense:
  Interest on deposits                                5,097             6,382              17,603             18,084
  Interest on federal funds purchased                     3               295                   4                512
  Interest on repurchase agreements                       -                14                   -                 99
  Interest on other borrowings                          512               950               1,523              2,264
                                              --------------      ------------       -------------      -------------
     Total interest expense                           5,612             7,641              19,130             20,959
                                              --------------      ------------       -------------      -------------

     Net interest income                             13,001            12,271              36,958             35,807

Provision for loan losses                               600             1,800               3,250              3,500
                                              --------------      ------------       -------------      -------------
    Net interest income after
     provision for loan losses                       12,401            10,471              33,708             32,307

Noninterest income:
  Service charges and fees                            2,045             1,870               6,015              5,563
  Gain on sale of insurance company stock                 -                 -               1,756                  -
  Gain on receipt of insurance company stock              -                 -                   -              1,510
  Other income                                        1,366             1,464               3,731              4,127
                                              --------------      ------------       -------------      -------------
     Total noninterest income                         3,411             3,334              11,502             11,200
                                              --------------      ------------       -------------      -------------

Noninterest expenses:
  Salaries and related expenses                       5,483             4,946              15,899             14,728
  Other, net                                          5,034             4,359              14,672             13,051
                                              --------------      ------------       -------------      -------------
     Total noninterest expenses                      10,517             9,305              30,571             27,779
                                              --------------      ------------       -------------      -------------

Net income before income taxes                        5,295             4,500              14,639             15,728

  Income taxes                                        2,050             1,653               5,578              5,809
                                              --------------      ------------       -------------      -------------

     Net income                                     $ 3,245           $ 2,847             $ 9,061            $ 9,919
                                              ==============      ============       =============      =============

Basic earnings per common share                      $ 0.46            $ 0.40              $ 1.28             $ 1.38
                                              ==============      ============       =============      =============
Diluted earnings per common share                    $ 0.45            $ 0.39              $ 1.25             $ 1.35
                                              ==============      ============       =============      =============
TRICO BANCSHARES
              CONDENSED CONSOLIDATED STATEMENTS OF
                CHANGES IN SHAREHOLDERS' EQUITY
             (unaudited)
      (in thousands, except number of shares)

                                              Common stock                      Accumulated
                                        ------------------------                   Other                       Change in
                                          Number                   Retained     Comprehensive                  Unrealized
                                         of shares     Amount      earnings     Income/(Loss)      Total      Gain/(Loss)
                                        -----------------------------------------------------------------------------------
Balance, December 31, 2000                7,181,226     $50,428     $35,129             ($324)    $85,233

Exercise of Common Stock options             38,830         386                                       386

Repurchase of Common Stock                 (201,976)     (1,419)     (1,979)                       (3,398)

Common Stock cash dividends                                          (4,237)                       (4,237)

Comprehensive income:
 Net income                                                           9,061                         9,061           $9,061
 Other comprehensive income:
   Change in unrealized gain/(loss)
    on securities, net of tax                                                           1,695       1,695            1,695
   Change in minimum
    pension liability, net of tax                                                        (360)       (360)            (360)
                                                                                                            ---------------
Comprehensive income                                                                                               $10,396
                                        ------------------------------------------------------------------  ---------------
Balance, September 30, 2001               7,018,080     $49,395     $37,974            $1,011     $88,380
                                        ------------------------------------------------------------------
TRICO BANCSHARES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (unaudited, in thousands)
                                                                    For the nine months
                                                                    ended September 30,
                                                                2001               2000
                                                           -------------      -------------
Operating activities:
Net income                                                      $ 9,061            $ 9,919
Adjustments to reconcile net income to net cash provided
 by operating activities:
     Provision for loan losses                                    3,250              3,500
     Provision for losses on other real estate owned                 18                 25
     Depreciation and amortization                                1,891              1,875
     Amortization of intangible assets                              683                724
     Accretion of investment security discounts                     139                200
     Deferred income taxes                                         (551)              (245)
     Investment security (gains) losses (net)                    (1,791)                 -
     (Gain) loss on sale of OREO                                    (48)               (68)
     (Gain) loss on sale of loans                                  (476)              (385)
     (Gain) loss on sale of fixed assets                             (4)                52
     Amortization of stock options                                    -                 69
     (Increase) decrease in interest receivable                     848               (285)
     Increase (decrease) in interest payable                       (895)               429
     (Increase) decrease in other assets and liabilities           (162)              (773)
                                                           -------------      -------------
          Net cash provided (used) by operating activities       11,963             15,037
Investing activities:
     Proceeds from maturities of securities available-for-sale   63,331             29,309
     Proceeds from sale of securities available-for-sale         14,120                  -
     Purchases of securities available-for-sale                 (54,738)            (9,023)
     Net (increase) decrease in loans                           (30,100)           (66,654)
     Proceeds from sales of fixed assets                             23                 32
     Purchases of premises and equipment                         (1,426)            (2,872)
     Proceeds from the sale of OREO                               1,075                914
                                                           -------------      -------------
          Net cash provided (used) by investing activities       (7,715)           (48,294)
Financing activities:
     Net increase (decrease) in deposits                         21,648             14,500
     Net increase (decrease) in Fed funds purchased                (500)            13,600
     Borrowings under long-term debt agreements                       -             35,000
     Payments of principal on long-term debt agreements          (1,020)           (35,017)
     Cash dividends - Common                                     (4,237)            (4,243)
     Repurchase of common stock                                  (3,398)              (235)
     Exercise of common stock options                               386                364
                                                           -------------      -------------
          Net cash provided (used) by financing activities       12,879             23,969
                                                           -------------      -------------
          Increase (decrease) in cash and cash equivalents       17,127             (9,288)
          Cash and cash equivalents at beginning of year         58,190             59,636
                                                           -------------      -------------
          Cash and cash equivalents at end of period           $ 75,317           $ 50,348
                                                           =============      =============
Supplemental information:
     Cash paid for taxes                                        $ 5,775            $ 6,573
     Cash paid for interest expense                            $ 20,025           $ 20,530
Notes to Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The interim results for the three and nine months ended September 30, 2001 and
2000 are not necessarily indicative of results for the full year. It is
suggested that these financial statements be read in conjunction with the
financial statements and the notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.

Note B - Comprehensive Income

For the Company, comprehensive income includes net income reported on the
statement of income, changes in the fair value of its available-for-sale
investments and changes in minimum pension liability reported as other
comprehensive income. The following table presents net income adjusted by these
elements to determine total comprehensive income (in thousands):

                                         Three months ended    Nine months ended
                                            September 30,        September 30,
                                          2001        2000     2001         2000
Net income                                 $3,245   $ 2,847   $ 9,061    $ 9,919
Net change in unrealized gains/(losses)
  on securities available-for-sale          1,411     1,555     1,695      1,838
Net change in minimum
  pension liability                             -         -      (360)         -
                                          -------  --------   -------    -------

Comprehensive income                       $4,656   $ 4,402   $10,396    $11,757
                                           ======   =======   =======    =======
Note C - Earnings per Share

The Company's  basic and diluted  earnings per share are as follows  (dollars in
thousands except per share data):
                                           Three Months Ended September 30, 2001
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares       Amount
Basic Earnings per Share:
  Net income available to common shareholders $3,245     7,044,156       $0.46
Common stock options outstanding                  --       186,767
Diluted Earnings per Share:
  Net income available to common shareholders $3,245     7,230,923       $0.45
                                              ======     =========

                                           Three Months Ended September 30, 2000
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares        Amount
Basic Earnings per Share:
  Net income available to common shareholders $2,847     7,203,004       $0.40
Common stock options outstanding                  --       146,398
Diluted Earnings per Share:
  Net income available to common shareholders $2,847     7,349,402       $0.39
                                              ======     =========

                                           Nine Months Ended September 30, 2001
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares        Amount
Basic Earnings per Share:
  Net income available to common shareholders $9,061     7,087,346       $1.28
Common stock options outstanding                  --       149,497
Diluted Earnings per Share:
  Net income available to common shareholders $9,061     7,236,843       $1.25
                                              ======     =========

                                           Nine Months Ended September 30, 2000
                                                          Weighted
                                                           Average     Per-Share
                                              Income       Shares       Amount
Basic Earnings per Share:
  Net income available to common shareholders $9,919     7,187,655       $1.38
Common stock options outstanding                  --       155,010
Diluted Earnings per Share:
  Net income available to common shareholders $9,919     7,342,665       $1.35
                                              ======     =========
Note D - Business Segments

The Company is principally engaged in traditional community banking activities
provided by the Company's wholly-owned subsidiary, Tri Counties Bank (the
"Bank") through its thirty branches and seven in-store branches located
throughout Northern California from the Oregon boarder to Bakersfield. Community
banking activities include the Bank's commercial and retail lending, deposit
gathering and investment and liquidity management activities. In addition to its
community banking services, the Bank offers investment brokerage and leasing
services.

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

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):
                                          Community
                                           Banking          Other         Total
Three Months Ended September 30, 2001
Net interest income                        $ 12,832    $      169       $ 13,001
Noninterest income                            2,652           759          3,411
Noninterest expense                           9,878           639         10,517
Net income                                    3,066           179          3,245
Assets                                     $980,270      $ 15,880       $996,150

Three Months Ended September 30, 2000
Net interest income                        $ 12,059     $     212       $ 12,271
Noninterest income                            2,507           827          3,334
Noninterest expense                           8,792           513          9,305
Net income                                    2,552           295          2,847
Assets                                     $947,064      $ 14,917       $961,981

Nine Months Ended September 30, 2001
Net interest income                        $ 36,338     $     620       $ 36,958
Noninterest income                            9,417         2,085         11,502
Noninterest expense                          28,826         1,745         30,571
Net income                                    8,466           595          9,061
Assets                                     $980,270       $15,880       $996,150

Nine Months Ended September 30, 2000
Net interest income                        $ 35,190     $     617       $ 35,807
Noninterest income                            8,837         2,363         11,200
Noninterest expense                          26,295         1,484         27,779
Net income                                    9,088           831          9,919
Assets                                     $947,064      $ 14,917       $961,981
Note E - Other Income

Included in the results for the nine months ended September 30, 2001 is a
one-time pre-tax income item of $1,756,000. This one-time item represents the
realized gain recorded by the Company upon the sale of 88,796 common shares of
John Hancock Financial Services, Inc. (JHF) for proceeds of $3,265,000.

Included in the results for the nine months ended September 30, 2000 was a
one-time pre-tax income item of $1,510,000. This one-time item represents the
initial value of 88,796 common shares of JHF which the Bank received as a
consequence of its ownership of certain insurance policies through John Hancock
Mutual Life Insurance Company and JHF's conversion from a mutual company to a
stock company.

Note F - Stock Repurchase Plans

On March 15, 2001, the Company announced the completion of its first stock
repurchase plan initially announced on July 20, 2000. Under this repurchase
plan, the Company repurchased a total of 150,000 shares of which 110,000 shares
were repurchased since December 31, 2000.

On October 19, 2001, the Company announced the completion of its second stock
repurchase plan initially announced on March 15, 2001. Under this repurchase
plan, the Company repurchased a total of 150,000 shares.

Also on October 19, 2001, the Company announced that its Board of Directors
approved a new plan to repurchase, as conditions warrant, up to 150,000
additional shares of the Company's stock on the open market or in privately
negotiated transactions. The timing of purchases and the exact number of shares
to be purchased will depend on market conditions. The 150,000 shares covered by
this repurchase plan represent approximately 2.2% of the Company's 6,992,080
then outstanding common shares. As of November 9, 2001, the Company had
repurchased 68,500 shares under this new plan.

Note G - Shareholder Rights Plan

On June 25, 2001, the Company announced that its Board of Directors adopted and
entered into a Shareholder Rights Plan designed to protect and maximize
shareholder value and to assist the Board of Directors in ensuring fair and
equitable benefit to all shareholders in the event of a hostile bid to acquire
the Company.

The Company adopted this Rights Plan to protect stockholders from coercive or
otherwise unfair takeover tactics. In general terms, the Rights Plan imposes a
significant penalty upon any person or group that acquires 15% or more of the
Company's outstanding common stock without approval of the Company's Board of
Directors. The Rights Plan was not adopted in response to any known attempt to
acquire control of the Company.

Under the Rights Plan, a dividend of one Preferred Stock Purchase Right was
declared for each common share held of record as of the close of business on
July 10, 2001. No separate certificates evidencing the Rights will be issued
unless and until they become exercisable.

The Rights generally will not become exercisable unless an acquiring entity
accumulates or initiates a tender offer to purchase 15% or more of the Company's
common stock. In that event, each Right will entitle the holder, other than the
unapproved acquirer and its affiliates, to purchase either the Company's common
stock or shares in an acquiring entity at one-half of market value.

The Right's initial exercise price, which is subject to adjustment, is $49.00
per Right. The Company's Board of Directors generally will be entitled to redeem
the Rights at a redemption price of $.01 per Right until an acquiring entity
acquires a 15% position. The Rights expire on July 10, 2011.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company had earnings of $3,245,000 for the quarter ended September 30, 2001.
The quarterly earnings represented a 14.0% increase from the $2,847,000 reported
for the same period of 2000. Diluted earnings per share for the third quarter of
2001 were $0.45 versus $0.39 in the year earlier period. Earnings for the nine
months ended September 30, 2001 were $9,061,000 versus year ago results of
$9,919,000, and represented an 8.7% decrease. The diluted earnings per share
were $1.25 and $1.35 for the respective nine-month periods. Included in the
results for the nine months ended September 30, 2001 was a $1,756,000 pretax
gain on the sale of the Company's equity investment in John Hancock Financial
Services, Inc. (JHF). In the nine months ended September 30, 2000, the Company
recorded a $1,510,000 pretax gain from the initial receipt of its investment in
JHF. Excluding the gains associated with the shares of JHF, the Company would
have reported diluted earnings per share of $1.10 and $1.23 in the nine months
ended September 30, 2001 and 2000, respectively.

The increase in third quarter operating results was due to a $730,000 (6.0%)
increase in net interest income, a $1,200,000 (67%) decrease in provision for
loan losses offset by a $1,212,000 (13.0%) increase in noninterest expense. The
6.0% increase in net interest income was primarily due to a 2.8% increase in the
average balance of interest earning assets and a 16 basis point increase in net
interest margin. The 67% decrease in the quarterly provision for loan losses was
due to a 97% decrease in quarterly net loan charge offs. The 13.0% increase in
noninterest expense was due to increased salary expense from annual salary
increases and additional headcount, and increased other operational expenses due
to new branch locations and sales volume related expenses.
Net interest income for the quarter ended September 30, 2001 grew $718,000
(5.7%) to $13,289,000 on a fully tax equivalent basis. Interest income was down
$1,311,000 (6.5%) mainly due to Federal Reserve interest rate cuts totaling 400
basis points since December 31, 2000. This was partially offset by a 2.8%
increase in the quarter-over-quarter volume of earning assets ($894,670,000
versus $869,779,000). The average yield on earning assets decreased 85 basis
points to 8.45%. Interest expense decreased $2,029,000 (26.6%) as a result of a
110 basis point decrease in the average rate paid on interest-bearing
liabilities to 3.15% and a 0.8% decrease in average balances of interest-bearing
liabilities to $713,356,000. The average balance of noninterest-bearing deposits
increased 15.3% to $164,583,000 from the year-ago quarter. Net interest margin
was 5.94% for the third quarter of 2001 versus 5.78% in the same quarter of the
prior year.

Noninterest income for the third quarter of 2001 increased $77,000 (2.3%) to
$3,411,000 from the same period in 2000. Service charge and fee income was up
$175,000 (9.4%) to $2,045,000 mainly due to increased deposit account service
charges and fees. Other noninterest income decreased $98,000 (6.7%) to
$1,366,000. The decrease in other noninterest income was comprised of a $2,000
(0.3%) decrease in commissions on nondeposit investment product sales to
$678,000, a $14,000 (6.8%) decrease in gain on sale of loans and loan servicing
to $191,000, a $105,000 (72%) decrease in miscellaneous noninterest income to
$41,000, and a $35,000 (100%) increase in gain on sale of investments.

Noninterest expense increased $1,212,000 (13.0%) to $10,517,000 in the third
quarter of 2001 versus the same period in 2000. Salary and benefit expense
increased $537,000 (10.9%) to $5,483,000 due to a $175,000 (5.1%) increase in
base salaries to $3,606,000, a $205,000 (42%) increase in sales commissions and
incentives to $699,000, and a $72,000 (27%) increase in employee retirement
expense to $336,000. Average full-time equivalent employees increased 2.1% from
the year-ago quarter to 487. Other expenses increased $675,000 (15.5%) to
$5,034,000. Expenses contributing to this increase included a $109,000 (45%)
increase in telephone expense to $350,000, a $58,000 (30%) increase in ATM
network charges, an $84,000 (6%) increase in premises and equipment expense to
$1,415,000, and a $138,000 (46%) increase in loan production and maintenance
expenses.

Assets of the Company totaled $996,150,000 at September 30, 2001 and represented
increases of $24,079,000 (2.5%) and $34,169,000 (3.6%) from the December 31,
2000 and September 30, 2000 ending balances, respectively. Changes in average
earning assets from the prior year third quarter-end balances included an
increase in loans of $10,581,000 (1.6%) to $661,630,000, a decrease in
securities of $25,250,000 (11.7%) to $191,296,000, and an increase in Federal
funds sold of $39,560,000 to $41,744,000. From year-end 2000 balances,
nonperforming assets have decreased $8,141,000 (55.5%) and total $6,527,000 at
September 30, 2001. Nonperforming assets were 0.66% and 1.51% of total assets at
September 30, 2001 and December 31, 2000, respectively. Nonperforming assets
were $6,992,000, $7,790,000, and $14,668,000 at June 30, 2001, March 31, 2001,
and December 31, 2000, respectively.

Year-to-date 2001, on an annualized basis, the Company realized a return on
assets of 1.25% and a return on equity of 13.90% versus 1.42% and 17.16%,
respectively, in the nine months ended September 30, 2000. TriCo Bancshares
ended the quarter with a Tier 1 capital ratio of 10.44% and a total risk-based
capital ratio of 11.69%.
The following tables provide a summary of the major elements of income and
expense for the third quarter of 2001 compared with the third quarter of 2000
and for the first nine months of 2001 compared with the first nine months of
2000:

                                TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                                   (unaudited)

                                            Three months
                                          ended September 30,         Percentage
                                       2001              2000           Change
                                       (in thousands, except           increase
                                         earnings per share)          (decrease)
Interest income                      $ 18,901         $ 20,212          (6.5%)
Interest expense                        5,612            7,641         (26.6%)
                                     --------         --------

Net interest income                    13,289           12,571           5.7%

Provision for loan losses                 600            1,800         (66.7%)
                                     --------         --------

Net interest income after              12,689           10,771          17.8%
  provision for loan losses

Noninterest income                      3,411            3,334           2.3%
Noninterest expenses                   10,517            9,305          13.0%
                                     --------         --------

Net income before income taxes          5,583            4,800          16.3%
Income taxes                            2,050            1,653          24.0%
Tax equivalent adjustment1                288              300          (4.0%)
                                     --------         --------

Net income                              3,245            2,847          14.0%
                                     ========         ========

Diluted earnings per common share      $ 0.45           $ 0.39          15.4%

1Interest on tax-free securities is reported on a tax equivalent basis of 1.52
for September 30, 2001 and 2000.
TRICO BANCSHARES
                              CONDENSED COMPARATIVE
                                INCOME STATEMENT
                                   (unaudited)

                                            Nine months
                                         ended September 30,          Percentage
                                       2001             2000            Change
                                       (in thousands, except           increase
                                        earnings per share)           (decrease)
Interest income                      $ 56,954         $ 57,634          (1.2%)
Interest expense                       19,130           20,959          (8.7%)
                                     --------         --------

Net interest income                    37,824           36,675           3.1%

Provision for loan losses               3,250            3,500          (7.1%)
                                     --------         --------

Net interest income after              34,574           33,175           4.2%
  provision for loan losses

Noninterest income                     11,502           11,200           2.7%
Noninterest expenses                   30,571           27,779          10.1%
                                     --------         --------

Net income before income taxes         15,505           16,596          (6.6%)
Income taxes                            5,578            5,809          (4.0%)
Tax equivalent adjustment1                866              868          (0.2%)
                                     --------         --------

Net income                              9,061            9,919          (8.7%)
                                     ========         ========

Diluted earnings per common share      $ 1.25           $ 1.35          (7.4%)

1Interest on tax-free securities is reported on a tax equivalent basis of 1.52
for September 30, 2001 and 2000.
Net Interest Income / Net Interest Margin

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

For the three months ended September 30, 2001, interest income decreased
$1,311,000 (6.5%) over the same period in 2000. The average balance of total
earning assets was higher by $24,891,000 (2.9%). Average loan and Federal funds
sold balances were up $10,581,000 (1.6%) and $39,560,000 (1,811%), respectively,
and resulted in increases on interest income of $268,000 and $634,000,
respectively. Average balances of securities were down $25,250,000 (11.7%) which
resulted in a $432,000 decrease in interest income. The average yield on loans
was lower by 76 basis points while the average yield on securities and Fed funds
sold decreased 48 and 286 basis points, respectively. The overall yield on
average earning assets decreased 85 basis points to 8.45% which decreased
interest income by $1,781,000.

For the third quarter of 2001, interest expense decreased $2,029,000 (26.6%)
over the year earlier period. Average balances of interest-bearing liabilities
were down $5,814,000 (0.8%), and resulted in a $325,000 decrease in interest
expense. The average rate paid on interest- bearing liabilities decreased 110
basis points to 3.15% and resulted in a $1,704,000 decrease in interest expense.

The combined effect of the decrease in interest income and decrease in interest
expense for the third quarter of 2001 versus the third quarter of 2000 resulted
in an increase of $718,000 (5.7%) in net interest income. Net interest margin
was up 16 basis points to 5.94% from 5.78% for the same period a year ago.

The nine-month period ending September 30, 2001, reflects an interest income
decrease of $680,000 (1.2%) over the same period in 2000. Increases of
$24,823,000 (4.0%) and $34,349,000 (543%) in average balances of loans and
Federal funds sold, respectively, accounted for increases in interest income of
$1,839,000 and $1,507,000, respectively. A decrease of $22,299,000 (10.1%) in
average balances of securities accounted for a $1,154,000 decrease in interest
income. The average yield received on all earning assets for the nine-month
period ended September 30, 2001 was down 48 basis points to 8.59%, and resulted
in a $2,872,000 decrease in interest income.

Interest expense for the nine-month period decreased $1,829,000 (8.7%) from that
for the same period in 2000. Average balances of interest-bearing liabilities
were up $10,291,000 (1.5%) and resulted in a $69,000 increase in interest
expense. The average rate paid on interest- bearing liabilities decreased 40
basis points to 3.58% and resulted in a $1,898,000 decrease in interest expense.

The combined effect of the decreases in interest income and interest expense for
the first nine months of 2001 versus 2000 resulted in an increase of $1,149,000
(3.1%) in net interest income. Net interest margin decreased 6 basis points to
5.71% from 5.77%.
Historically,  the Bank's net interested margin has exhibited an asset-sensitive
nature,  meaning when market  interest  rates  increased the Bank's net interest
margin  generally  increased,  and when rates  decreased the Bank's net interest
margin  decreased.  During 2000, the Federal Reserve was raising interest rates,
and the Bank's margin  improved.  In January 2001, the Federal Reserve started a
historic series of interest rate reductions which caused the Bank's net interest
margin to  contract in the quarter  ended  March 31,  2001.  The Bank then began
aggressively  cutting its deposit rates that despite  continued  Federal Reserve
rate reductions  lead to significant  improvements in net interest margin in the
quarters  ended June 30,  and  September  30,  2001.  The  Federal  Reserve  has
continued to aggressively  decrease  interest  rates,  and as it does it becomes
increasingly  difficult for the Bank to maintain its current relatively high net
interest margin.

The following four tables provide summaries of the components of the interest
income, interest expense and net interest margins on earning assets for the
quarter and nine month periods ended September 30, 2001 versus the same periods
in 2000:
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                (unaudited, in thousands)
                                                                   Three Months Ended
                                               30-Sep-01                                        30-Sep-00

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
Assets
Earning assets
  Loans 2,3                        $661,630       $ 15,486           9.36%         $651,049       $ 16,470          10.12%
  Securities4                       191,296          3,045           6.37%          216,546          3,707           6.85%
  Federal funds sold                 41,744            370           3.55%            2,184             35           6.41%
                               -------------    -----------                    -------------     ----------
    Total earning assets            894,670         18,901           8.45%          869,779         20,212           9.30%
                                                -----------                                      ----------
Cash and due from bank               42,680                                          38,693
Premises and equipment               16,760                                          17,244
Other assets, net                    40,367                                          41,610
Less:  allowance
  for loan losses                   (12,090)                                        (11,866)
                               -------------                                   -------------
      Total                        $982,387                                        $955,460
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $157,315            368           0.94%         $148,728            590           1.59%
  Savings deposits                  224,338          1,111           1.98%          214,663          1,725           3.21%
  Time deposits                     298,505          3,618           4.85%          279,355          4,067           5.82%
Federal funds purchased                 235              3           5.11%           17,131            295           6.89%
Repurchase agreements                     -              -                              804             14           5.16%
Long-term debt                       32,963            512           6.21%           58,489            950           6.50%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   713,356          5,612           3.15%          719,170          7,641           4.25%
                                                -----------                                      ----------
Noninterest-bearing deposits        164,583                                         142,767
Other liabilities                    16,441                                          13,039
Shareholders' equity                 88,005                                          80,484
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $982,385                                        $955,460
                               =============                                   =============

Net interest rate spread5                                            5.30%                                           5.05%
Net interest income/net                           $ 13,289                                        $ 12,571
                                                ===========                                      ==========
  interest margin6                                   5.94%                                           5.78%
                                                ===========                                      ==========

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $1,406,000 in 2001 and $829,000 in 2000.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30, 2001 and 2000.
5Net interest rate spread represents the average yield earned on interest-earning assets
        less the average rate paid on interest-bearing liabilities.
6Net interest margin is computed by dividing net interest income by total average earning assets.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                 (unaudited, in thousands)
                                                                     Nine Months Ended
                                               30-Sep-01                                        30-Sep-00

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loans 2,3                        $ 644,447        $ 45,943         9.51%         $ 619,624        $ 45,918          9.88%
  Securities4                        198,689           9,690         6.50%           220,988          11,438          6.90%
  Federal funds sold                  40,680           1,321         4.33%             6,331             278          5.85%
                                -------------   -------------                    ------------    ------------
    Total earning assets             883,816          56,954         8.59%           846,943          57,634          9.07%
                                                -------------                                    ------------
Cash and due from bank                41,055                                          37,456
Premises and equipment                16,868                                          16,471
Other assets, net                     40,381                                          41,681
Less:  allowance
  for loan losses                    (12,044)                                        (11,776)
                                -------------                                    ------------
      Total                        $ 970,076                                       $ 930,775
                                =============                                    ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 153,412           1,325         1.15%         $ 148,195           1,752          1.58%
  Savings deposits                   219,750           3,898         2.37%           218,015           5,060          3.09%
  Time deposits                      305,436          12,380         5.40%           272,670          11,272          5.51%
Federal funds purchased                  113               4         4.25%            10,129             512          6.74%
Repurchase agreements                      -               -                           2,014              99          6.55%
Long-term debt                        33,026           1,523         6.15%            50,423           2,264          5.99%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    711,737          19,130         3.58%           701,446          20,959          3.98%
                                                -------------                                    ------------
Noninterest-bearing deposits         155,563                                         139,117
Other liabilities                     15,890                                          13,147
Shareholders' equity                  86,886                                          77,065
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 970,076                                       $ 930,775
                                =============                                    ============

Net interest rate spread5                                            5.01%                                            5.09%
Net interest income/net                             $ 37,825                                        $ 36,675
                                                =============                                    ============
  interest margin6                                     5.71%                                           5.77%
                                                =============                                    ============

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $3,475,000 in 2001 and $2,150,000 in 2000.
4Interest income is stated on a tax equivalent basis of 1.52 at September 30, 2001 and 2000.
5Net interest rate spread represents the average yield earned on interest-earning assets less
        the average rate paid on interest-bearing liabilities.
6Net interest margin is computed by dividing net interest income by total average earning assets.
TRICO BANCSHARES
                                        ANALYSIS OF VOLUME AND RATE CHANGES
                                        ON NET INTEREST INCOME AND EXPENSE
                                             (unaudited, in thousands)

                                                      For the three months ended September 30,
                                                                   2001 over 2000

                                                                                                             Yield/
                                             Volume                          Rate4                            Total
                                  ------------------             ------------------             --------------------
Increase (decrease) in
  interest income:
    Loans 1,2                                 $ 268                       $ (1,252)                          $ (984)
    Investment securities3                     (432)                          (230)                            (662)
    Federal funds sold                          634                           (299)                             335
                                  ------------------             ------------------             --------------------
      Total                                     470                         (1,781)                          (1,311)
                                  ------------------             ------------------             --------------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                         34                           (256)                            (222)
    Savings deposits                             78                           (692)                            (614)
    Time deposits                               279                           (728)                            (449)
    Federal funds purchased                    (291)                            (1)                            (292)
    Short-term debt                             (10)                            (4)                             (14)
    Long-term debt                             (415)                           (23)                            (438)
                                  ------------------             ------------------             --------------------
      Total                                    (325)                        (1,704)                          (2,029)
                                  ------------------             ------------------             --------------------

Increase (decrease) in
  net interest income                         $ 795                          $ (77)                           $ 718
                                  ==================             ==================             ====================

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $1,406,000 in 2001 and $829,000 in 2000.
3Interest income is stated on a tax equivalent basis of 1.52 for September 30, 2001 and 2000.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                                       ANALYSIS OF VOLUME AND RATE CHANGES
                                        ON NET INTEREST INCOME AND EXPENSE
                                            (unaudited, in thousands)

                                                           For the nine months ended September 30,
                                                                       2001 over 2000

                                                                                                            Yield/
                                                     Volume                      Rate4                       Total
                                           -----------------          -----------------           -----------------
Increase (decrease) in
  interest income:
    Loans 1,2                                       $ 1,839                   $ (1,814)                       $ 25
    Investment securities3                           (1,154)                      (594)                     (1,748)
    Federal funds sold                                1,507                       (464)                      1,043
                                           -----------------          -----------------           -----------------
      Total                                           2,192                     (2,872)                       (680)
                                           -----------------          -----------------           -----------------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                                 62                       (489)                       (427)
    Savings deposits                                     40                     (1,202)                     (1,162)
    Time deposits                                     1,354                       (246)                      1,108
    Federal funds purchased                            (506)                        (2)                       (508)
    Short-term debt                                     (99)                         -                         (99)
    Long-term debt                                     (782)                        41                        (741)
                                           -----------------          -----------------           -----------------
      Total                                              69                     (1,898)                     (1,829)
                                           -----------------          -----------------           -----------------

Increase (decrease) in
  net interest income                               $ 2,123                     $ (973)                    $ 1,150
                                           =================          =================           =================

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $3,475,000 in 2001 and $2,150,000 in 2000.
3Interest income is stated on a tax equivalent basis of 1.52 for September 30, 2001 and 2000.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank provided $600,000 for loan losses in the third quarter of 2001 versus
$1,800,000 in 2000. Net charge-offs for all loans in the third quarter of 2001
totaled $83,000 versus $3,174,000 in the year earlier period. Of the $3,174,000
net charge-offs in the third quarter of 2000, $3,000,000 was related to one
borrower. This significant charge-off activity in the quarter ended September
30, 2000 also contributed to the significant provision for loan losses in that
period.

Noninterest Income

Noninterest income for the third quarter of 2001 increased $77,000 (2.3%) to
$3,411,000 from the same period in 2000. Service charge and fee income was up
$175,000 (9.4%) to $2,045,000 mainly due to increased deposit account service
charges and fees. Other noninterest income decreased $98,000 (6.7%) to
$1,366,000. The decrease in other noninterest income was comprised of a $2,000
(0.3%) decrease in commissions on nondeposit investment product sales to
$678,000, a $14,000 (6.8%) decrease in gain on sale of loans and loan servicing
to $191,000, a $105,000 (72%) decrease in miscellaneous noninterest income to
$41,000, and a $35,000 (100%) increase in gain on sale of investments.

For the nine months ended September 30, noninterest income was up $302,000
(2.7%) over the same period for 2000. As described above, during the quarters
ended March 31, 2001 and 2000, the Company recorded one-time pre-tax income
items of $1,756,000 and $1,510,000, respectively from the receipt and sale of
John Hancock Financial Services, Inc. common stock. Excluding these one-time
events, noninterest income for the nine months ended September 30, 2001 would
have increased $56,000 (0.6%) to $9,746,000. Service charges and fee income was
up $452,000 (8.1%) to $6,015,000 mainly due to increased deposit account service
charges and fees. Other income decreased $396,000 (9.6%) to $3,731,000 primarily
due to a $300,000 (14%) decrease in commissions earned on the sale of nondeposit
investment products to $1,864,000.

Noninterest Expense

Noninterest expense increased $1,212,000 (13.0%) to $10,517,000 in the third
quarter of 2001 versus the same period in 2000. Salary and benefit expense
increased $537,000 (10.9%) to $5,483,000 due to a $175,000 (5.1%) increase in
base salaries to $3,606,000, a $205,000 (42%) increase in sales commissions and
incentives to $699,000, and a $72,000 (27%) increase in employee retirement
expense to $336,000. Average full-time equivalent employees increased 2.1% from
the year-ago quarter to 487. Other expenses increased $675,000 (15.5%) to
$5,034,000. Expenses contributing to this increase included a $109,000 (45%)
increase in telephone expense to $350,000, a $58,000 (30%) increase in ATM
network charges to $250,000, an $84,000 (6%) increase in premises and equipment
expense to $1,415,000, and a $138,000 (46%) increase in loan production and
maintenance expenses to $437,000.
For the first nine months noninterest expenses increased $2,792,000 (10.1%) in
2001 compared to 2000. Salary and benefit expense increased $1,171,000 (8.0%) on
a year-over-year basis to $15,899,000. Base salaries increased $587,000 (5.9%)
to $10,596,000. Other expenses increased $1,621,000 (12.4%) to $14,672,000.
Expenses contributing to this increase included a $183,000 (26%) increase in
telephone expense to $895,000, a $128,000 (23%) increase in ATM network charges
to $689,000, an $219,000 (6%) increase in premises and equipment expense to
$4,126,000, and a $196,000 (29%) increase in loan production and maintenance
expenses to $882,000. The increases in telephone, ATM network, and premises and
equipment expenses are mainly due to the Company's efforts to upgrade, combine,
and expand its ATM and communications networks. The increase in loan production
and maintenance expenses is mainly due to increased production of consumer
loans, including home equity loans and real estate mortgage loans, and are
offset by increased fee income and net interest income.

Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 2001 is 38.1% and
reflects an increase from 36.9% in the year earlier period.

Loans

At September 30, 2001, loan balances were $17,350,000 (2.7%) higher than the
ending balances at September 30, 2000 and $27,766,000 (4.3%) higher than the
ending balances at December 31, 2000. On a year-over-year basis at September 30,
consumer and real estate construction loan balances were higher by $35,571,000
(31.3%), and $16,478,000 (57.7%), respectively. Commercial and real estate
mortgage loan balances were lower by $15,610,000 (9.3%), and $19,089,000 (5.6%),
respectively.

Securities

At September 30, 2001, securities available-for-sale had a fair value of
$210,789,000 and an amortized cost of $208,561,000. This portfolio contained
mortgage-backed securities with an amortized cost of $131,111,000 of which
$8,276,000 were CMOs.
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased
$8,141,000 (56%) to $6,527,000 in the first nine months of 2001. Included in the
nonaccrual loans balance at December 31, 2000 was approximately $8,400,000
related to a single borrower that was subsequently sold in the quarter ended
March 31, 2001 without recourse to the Company. Nonperforming assets represent
0.66% of total assets, compared to 1.51% at year-end 2000. All nonaccrual loans
are considered to be impaired under SFAS 114 Accounting by Creditors for
Impairment of a Loan. The Bank continues to make a concerted effort to work
problem and potential problem loans to reduce risk of loss.

                                          September 30,        December 31,
                                              2001                2000
                                              (unaudited, in thousands)
Nonaccrual loans                            $ 5,587              $ 12,262
Accruing loans past due 90 days or more         217                   965
Restructured loans (in compliance with
  modified terms)                                 -                     -
                                           ---------            ----------

     Total nonperforming loans                5,804                13,227

Other real estate owned                         723                 1,441
                                           ---------            ----------

     Total nonperforming assets             $ 6,527              $ 14,668
                                           =========            ==========

Nonperforming loans to total loans            0.87%                 2.07%
Allowance for loan losses to
  nonperforming loans                          214%                   88%
Nonperforming assets to total assets          0.66%                 1.51%
Allowance for loan losses to
  nonperforming assets                         191%                   80%

Allowance for Loan Loss

Credit risk is inherent in the business of lending. As a result, the Company
maintains an Allowance for Loan and Leases Losses to absorb losses inherent in
the Company's loan and lease portfolio. This is maintained through periodic
charges to earnings. These charges are shown in the Consolidated Income
Statements as provision for loan losses. All specifically identifiable and
quantifiable losses are immediately charged off against the allowance. However,
for a variety of reasons, not all losses are immediately known to the Company
and, of those that are known, the full extent of the loss may not be
quantifiable at that point in time. The balance of the Company's Allowance for
Loan and Lease Losses is meant to be an estimate of these unknown but probable
losses inherent in the portfolio. For the remainder of this discussion, "loans"
shall include all loans and lease contracts, which are a part of the Bank's
portfolio.
The Company formally assesses the adequacy of the allowance on a quarterly
basis. Determination of the adequacy is based on ongoing assessments of the
probable risk in the outstanding loan and lease portfolio, and to a lesser
extent the Company's loan and lease commitments. These assessments include the
periodic re-grading of credits based on changes in their individual credit
characteristics including delinquency, seasoning, recent financial performance
of the borrower, economic factors, changes in the interest rate environment,
growth of the portfolio as a whole or by segment, and other factors as
warranted. Loans are initially graded when originated. They are re-graded as
they are renewed, when there is a new loan to the same borrower, when identified
facts demonstrate heightened risk of nonpayment, or if they become delinquent.
Re-grading of larger problem loans occur at least quarterly. Confirmation of the
quality of the grading process is obtained by independent credit reviews
conducted by consultants specifically hired for this purpose and by various bank
regulatory agencies.

The Company's method for assessing the appropriateness of the allowance includes
specific allowances for identified problem loans and leases as determined by
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,
2000.

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

                                     For the nine months ended September 30,
                                         2001                        2000
                                           (unaudited, in thousands)
Balance, Beginning of period             $ 11,670                 $ 11,037
Provision charged to operations             3,250                    3,500
Loans charged off                          (2,647)                  (3,626)
Recoveries of loans previously
  charged off                                 164                      307
                                     -------------            -------------
Balance, end of period                   $ 12,437                 $ 11,218
                                     =============            =============

Ending loan portfolio                   $ 668,157                $ 650,807
                                     =============            =============
Allowance as a percentage
  of ending loan portfolio                  1.86%                    1.72%
                                     =============            =============
Equity

The following table indicates the amounts of regulatory capital of the Company
(unaudited, in thousands):
To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of  September 30, 2001:
Total Capital to Risk Weighted Assets:
    Consolidated                     $91,433   11.69%       =>$62,543 =>8.0%     =>$78,179  =>10.0%
    Tri Counties Bank                $89,253   11.44%       =>$62,407 =>8.0%     =>$78,008  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $81,625   10.44%       =>$31,271 =>4.0%     =>$46,908  => 6.0%
    Tri Counties Bank                $79,469   10.19%       =>$31,203 =>4.0%     =>$46,805  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $81,625    8.35%       =>$39,087 =>4.0%     =>$48,859  => 5.0%
    Tri Counties Bank                $79,469    8.15%       =>$39,014 =>4.0%     =>$48,768  => 5.0%
Item 3. MARKET RISK MANAGEMENT

There have not been any significant changes in the risk management profile of
the Bank since December 31, 2000.
PART II

Other Information

Item 2.      Changes in Securities and Use of Proceeds

(a)          & (b) On July 10, 2001, the Company declared a dividend of one
             Preferred Stock Purchase Right for each common share held of record
             at the close of business on such date, pursuant to the Company's
             Shareholder Rights Plan.

             In general terms, the Rights Plan imposes a significant penalty
             upon any person or group that acquires 15% or more of the Company's
             outstanding common stock without approval of the Company's Board of
             Directors. The Rights generally will not become exercisable unless
             an acquiring entity accumulates or initiates a tender offer to
             purchase 15% or more of the Company's common stock. In that event,
             each right will entitle the holder, other than the unapproved
             acquirer and its affiliates, to purchase either the Company's
             common stock or shares in an acquiring entity at one-half of market
             value.

 Item 6.     Exhibits and Reports on Form 8-K

(a) Exhibit No.                                       Exhibits

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

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

3.3                 Certificate of Determination of Preferences of series AA
                    Junior Participating Preferred Stock filed with the
                    California Secretary of State on June 28, 2001, is attached
                    here to.

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

         10.2        Lease for Administration Headquarters premises entered into
                     as of April 25, 1986, by and between Fortress-Independence
                     Partnership (A California Limited Partnership) as lessor
                     and Tri Counties Bank as lessee, filed as Exhibit 10.6 to
                     Registrant's Report on Form 10-K filed for the year ended
                     December 31, 1986, is incorporated herein by reference.
10.3        Lease for Data Processing premises entered into as of April
                     25, 1986, by and between Fortress-Independence Partnership
                     (A California Limited Partnership) as lessor and Tri
                     Counties Bank as lessee, filed as Exhibit 10.7 to
                     Registrant's Report on Form 10-K filed for the year ended
                     December 31, 1986, is incorporated herein by reference.

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

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

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

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

         10.8       Rights Agreement dated June 25, 2001, by and between TriCo
                    Bancshares and Mellon Investor Services LLC, as Rights
                    Agent, filed a Exhibit 1 to the Registrant's Form 8-A filed
                    on July 5, 2001, is incorporated herein by reference.

         10.9       Form of Change of Control Agreement dated April 10, 2001, by
                    and between the Registrant and each of Craig Carney, Richard
                    O'Sullivan, Thomas Reddish, Ray Rios and Richard Smith, is
                    attached here to.

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

(b)  Reports on Form 8-K:

         None
SIGNATURES

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

                                                          TRICO BANCSHARES

Date   November 13, 2001                           /s/ Richard P. Smith
    ----------------------------                   -----------------------------
                                                       Richard P. Smith
                                                       President and
                                                       Chief Executive Officer

Date   November 13, 2001                           /s/ Thomas J. Reddish
    ----------------------------                   -----------------------------
                                                       Thomas J. Reddish
                                                       Vice President and
                                                       Chief Financial Officer