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 March 31, 2002                  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 May 7, 2002:  7,008,230

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                    March 31,            December 31,
                                                                                ------------------     ------------------
                                                                                      2002                   2001
<S>                                                                                   <C>                    <C>
Assets:
Cash and due from banks                                                                  $ 42,647               $ 59,264
Federal funds sold and repurchase agreements                                               55,200                 18,700
                                                                                ------------------     ------------------
     Cash and cash equivalents                                                             97,847                 77,964
Securities available-for-sale                                                             222,594                224,590
Loans, net of allowance for loan losses
  of $13,337 and $13,058, respectively                                                    623,871                645,674
Premises and equipment, net                                                                16,136                 16,457
Cash Value of Life Insurance                                                               14,722                 14,602
Other real estate owned                                                                        71                     71
Accrued interest receivable                                                                 5,480                  5,522
Intangible Assets                                                                           4,842                  5,070
Other assets                                                                               14,370                 15,497
                                                                                ------------------     ------------------
     Total assets                                                                       $ 999,933            $ 1,005,447
                                                                                ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                             $ 172,087              $ 190,386
 Interest-bearing demand                                                                  174,852                165,542
 Savings                                                                                  256,845                247,399
 Time certificates                                                                        269,488                277,066
                                                                                ------------------     ------------------
     Total deposits                                                                       873,272                880,393
Accrued interest payable and other liabilities                                             14,996                 15,165
Long term borrowings                                                                       22,948                 22,956
                                                                                ------------------     ------------------
     Total liabilities                                                                    911,216                918,514
Shareholders' equity:
Common stock                                                                               49,608                 49,679
Retained earnings                                                                          39,720                 37,909
Accumulated other comprehensive loss                                                         (611)                  (655)
                                                                                ------------------     ------------------
     Total shareholders' equity                                                            88,717                 86,933
                                                                                ------------------     ------------------
     Total liabilities and shareholders' equity                                         $ 999,933            $ 1,005,447
                                                                                ==================     ==================




See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>
<PAGE>

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

                                                      For the three months
                                                        ended March 31,
                                                 2002                  2001
Interest income:
  Interest and fees on loans                      $ 13,008             $ 14,893
  Interest on investment
   securities-taxable                                2,230                2,698
  Interest on investment
   securities-tax exempt                               554                  557
  Interest on federal funds sold                       166                  404
                                              -------------        -------------
     Total interest income                          15,958               18,552
                                              -------------        -------------
Interest expense:
  Interest on deposits                               2,944                6,690
  Interest on other borrowings                         319                  505
                                              -------------        -------------
     Total interest expense                          3,263                7,195
                                              -------------        -------------
     Net interest income                            12,695               11,357
Provision for loan losses                              800                1,875
                                              -------------        -------------
    Net interest income after
     provision for loan losses                      11,895                9,482
Noninterest income:
  Service charges and fees                           1,973                1,873
  Gain on sale of insurance company stock                -                1,756
  Other income                                       1,853                1,399
                                              -------------        -------------
     Total noninterest income                        3,826                5,028
                                              -------------        -------------
Noninterest expenses:
  Salaries and related expenses                      5,739                5,127
  Other, net                                         4,663                4,612
                                              -------------        -------------
     Total noninterest expenses                     10,402                9,739
                                              -------------        -------------
Net income before income taxes                       5,319                4,771
  Income taxes                                       1,990                1,792
                                              -------------        -------------
     Net income                                      3,329                2,979
                                              =============        =============
Basic earnings per common share                     $ 0.48               $ 0.42
                                              =============        =============
Diluted earnings per common share                   $ 0.47               $ 0.41
                                              =============        =============




See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

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





                                              Common Stock                     Accumulated
                                        -------------------------                 Other
                                           Number                 Retained    Comprehensive                Comprehensive
                                          of Shares     Amount    Earnings        Loss          Total         Income
                                        -----------------------------------------------------------------------------------
<S>                                          <C>           <C>        <C>                 <C>        <C>         <C>
Balance, December 31, 2001                  7,000,980    $49,679    $37,909             ($655)   $86,933
Repurchase of Common Stock                    (10,000)       (71)      (119)                        (190)
Common stock cash dividends                                          (1,399)                      (1,399)
Comprehensive income:
 Net income                                                           3,329                        3,329            $3,329
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                              44         44                44
                                                                                                             --------------
Comprehensive income                                                                                                $3,373
                                        -----------------------------------------------------------------------------------
Balance, March 31, 2002                     6,990,980    $49,608    $39,720             ($611)   $88,717
                                        -----------------------------------------------------------------


See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements


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


                                        TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited, in thousands)
                                                                      For the three months
                                                                         ended March 31,
                                                                     2002              2001
                                                                 --------------    --------------
<S>                                                                     <C>               <C>
Operating activities:
  Net income                                                            $3,329            $2,979
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                            800             1,875
      Depreciation and amortization                                        601               628
      Amortization of intangible assets                                    228               228
      Accretion and amortization of investment
           securities discounts and premiums, net                          341                26
      Deferred income taxes                                                (28)             (177)
      Investment security gains, net                                         -            (1,756)
      Gain on sale of OREO                                                   -               (27)
      Gain on sale of loans                                               (963)             (320)
      Loss on sale of fixed assets                                          20                10
      Decrease in interest receivable                                       42               788
      Increase (decrease) in interest payable                             (671)              418
      Decrease in other assets and liabilities                           1,512               569
                                                                 --------------    --------------
        Net cash provided by operating activities                        5,211             5,241
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             28,682            32,127
  Proceeds from sales of securities available-for-sale                       -             3,266
  Purchases of securities available-for-sale                           (26,958)              (63)
  Net decrease in loans                                                 21,966             8,236
  Proceeds from sale of premises and equipment                               3                 -
  Purchases of premises and equipment                                     (303)             (650)
  Proceeds from sale of OREO                                                 -               727
                                                                 --------------    --------------
        Net cash provided (used) by investing activities                23,390            43,643
                                                                 --------------    --------------
Financing activities:
  Net (decrease) increase in deposits                                   (7,121)            7,504
  Net decrease in Fed funds purchased                                        -              (500)
  Payments of principal on long-term debt agreements                        (8)           (1,007)
  Repurchase of common stock                                              (190)           (1,785)
  Cash dividends                                                        (1,399)           (1,415)
  Exercise of common stock options                                           -               108
                                                                 --------------    --------------
        Net cash (used) provided by financing activities                (8,718)            2,905
                                                                 --------------    --------------
        Increase in cash and cash equivalents                           19,883            51,789
Cash and cash equivalents at beginning of period                        77,964            58,190
                                                                 --------------    --------------
Cash and cash equivalents at end of period                             $97,847          $109,979
                                                                 --------------    --------------
Supplemental information
  Cash paid for taxes                                                       $0                $0
  Cash paid for interest expense                                        $3,934            $6,777




See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements


</TABLE>
<PAGE>


Item 1.  Notes to Unaudited Condensed Consolidated Financial Statements

Note A - Basis of Presentation


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

The interim  results for the three  months ended March 31, 2002 and 2001 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 2001.

Certain amounts previously  reported in the 2001 financial  statements have been
reclassified to conform to the 2002 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard No. 141, "Business  Combinations" (SFAS 141),
and  Statement of Financial  Accounting  Standard No. 142,  "Goodwill  and Other
Intangible  Assets" (SFAS 142).  SFAS 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
and specifies  criteria that  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill.  SFAS 142 requires that goodwill and intangible assets with indefinite
useful  lives no longer be  amortized  after 2001,  but instead be  periodically
evaluated  for  impairment.  Intangible  assets with  definite  useful lives are
required to be amortized over their  respective  estimated useful lives to their
estimated residual values, and also reviewed for impairment.

Effective  January 1, 2002,  the Company was required to adopt the provisions of
SFAS 141 and SFAS  142.  Accordingly,  any  goodwill  and any  intangible  asset
determined  to have an  indefinite  useful life that are  acquired in a purchase
business  combination  will not be amortized,  but will continue to be evaluated
for impairment in accordance with the  appropriate  accounting  literature.  The
Company was also  required to reassess the useful  lives and residual  values of
all  such  intangible  assets  and  make  any  necessary   amortization   period
adjustments by March 31, 2002. No such adjustments were made.

In  addition,  to the  extent an  intangible  asset is  identified  as having an
indefinite  useful life, the Company was required to test the  intangible  asset
for impairment in the first quarter of 2002. The Company has no intangibles with
indefinite useful life.

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon  actuarial  estimates.  The Company  has no goodwill  (unidentifiable
intangible  assets). As of March 31, 2002 and December 31, 2001, the Company had
unamortized  core deposit  premiums of $4,325,000 and $4,553,000,  respectively.
Amortization  of core deposit  premiums was $228,000 during the first quarter of
2002 and 2001.  Core  deposit  premiums  are  scheduled to amortize at a rate of
$228,000 per quarter through the quarter ended December 31, 2006.

<PAGE>


Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of income and  changes  in the fair  value of its  available-for-sale
investments reported as other comprehensive income. The following table presents
net  income  adjusted  by the  change  in  unrealized  gains  or  losses  on the
available-for-sale  investments  as a  component  of  comprehensive  income  (in
thousands).


                                                    Three months ended
                                                          March 31,
                                                       2002      2001
Net income                                           $ 3,329   $ 2,979
Net change in unrealized gains
  on securities available-for-sale, net
  of tax and reclassification adjustment
                                                          44       456
                                                     -------   -------
Comprehensive income                                 $ 3,373   $ 3,435
                                                     =======   =======



Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):

                                               Three Months Ended March 31, 2002
                                                             Weighted
                                                              Average  Per-Share
                                                    Income    Shares    Amount
Basic Earnings per Share
  Net income available to common shareholders       $3,329   6,992,480   $0.48
Dilutive effect of common stock options outstanding            124,894
                                                             ---------
Diluted Earnings per Share
  Net income available to common shareholders       $3,329   7,117,374   $0.47
                                                    ======   =========

                                               Three Months Ended March 31, 2001
                                                             Weighted
                                                              Average  Per-Share
                                                    Income    Shares    Amount
Basic Earnings per Share
  Net income available to common shareholders       $2,979   7,140,859   $0.42
Dilutive effect of common stock options outstanding            128,821
                                                             ---------
Diluted Earnings per Share
  Net income available to common shareholders       $2,979   7,269,680   $0.41
                                                    ======   =========


<PAGE>


Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment brokerage and leasing services.

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing and investment brokerage 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 Company's reportable segments is
as follows (in thousands):
                                    Community
                                     Banking          Other         Total

Three Months Ended March 31, 2002
Net interest income                 $ 12,462     $     233      $  12,695
Noninterest income                     3,211           615          3,826
Noninterest expense                    9,903           499         10,402
Net income                             3,113           216          3,329
Assets                              $985,816       $14,177       $999,933

Three Months Ended March 31, 2001
Net interest income                 $ 11,161     $     196      $  11,357
Noninterest income                     4,335           693          5,028
Noninterest expense                    9,270           469          9,739
Net income                             2,777           202          2,979
Assets                              $964,533       $15,169       $979,702


Note E - Noninterest Income

Included in the results for the three months ended March 31, 2001 was 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 $3,266,000.

<PAGE>

Note F - Stock Repurchase Plan

On March 15, 2001, the Company  announced the completion of its 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  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
common  shares  outstanding  on October 19, 2001.  As of December 31, 2001,  the
Company repurchased 108,800 shares under this new plan. During the quarter ended
March 31, 2002, the Company repurchased 10,000 shares under this new plan. As of
this date, 31,200 shares remain to be repurchased 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>


Note H - Sale of Nonperforming Loan

During the  quarter  ended March 31,  2001,  the  Company  received  proceeds of
$6,079,000   from  the  sale  of  a  nonperforming   agricultural-related   loan
relationship  that was first  reported as  nonperforming  in the  quarter  ended
September  30,  2000.  The  Company  recorded  charge-offs  related to this loan
relationship of $2,000,000,  $800,000,  and $3,000,000 during the quarters ended
March 31, 2001, December 31, 2000, and September 31, 2000, respectively. The net
book value of principal  balances after charge-offs for this  nonperforming loan
relationship was approximately $6,079,000,  $8,400,000, and $10,000,000 at March
31, 2001,  December 31, 2000,  and September 31, 2000,  respectively.  This loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship.


<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. Within the "overview" section, interest income and net
interest income are generally presented on a fully tax-equivalent (FTE) basis.

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

Overview

The Company had  quarterly  earnings of  $3,329,000  for the three  months ended
March 31, 2002. Diluted earnings per share were $0.47. During the quarters ended
December 31, 2001 and March 31, 2001, the Company  reported diluted earnings per
share of $0.47 and $0.41,  respectively.  Included  in the results for the three
months ended March 31, 2001 was a one-time  pre-tax gain of $1,756,000  from the
sale of insurance  company stock.  Offsetting  this gain in the first quarter of
2001 was a provision for loan losses of $1,875,000.  Excluding the one-time gain
noted above, the Company would have reported diluted earnings per share of $0.47
and $0.26 in the quarters ended March 31, 2002 and 2001, respectively.

First  quarter 2002 net interest  income on a fully  tax-equivalent  yield basis
increased  $1,356,000 (11.6%) to $13,000,000 compared to $11,644,000 recorded in
the first quarter of 2001.  This increase in net interest income was due in part
to a  $26,006,000  (3.0%)  increase in the average  balance of interest  earning
assets to $902,596,000 from  $876,530,000 in the year-ago quarter,  and a change
in relative mix of deposits  towards less time deposits and more noninterest and
low-interest bearing deposits. These volume related changes contributed $848,000
to the increase in net interest income. Despite a 475 basis point decline in the
federal funds target rate during 2001, by the quarter ended March 31, 2002,  the
Company was able to sufficiently  adjust rates on interest  bearing  liabilities
such that the net effect of interest  rate  changes  from the  year-ago  quarter
added $508,000 to net interest  income.  The net result was an increase in fully
tax-equivalent  net interest margin to 5.76% in the quarter ended March 31, 2002
compared to 5.31% in the year-ago quarter.

<PAGE>


Provision  for loan  losses for the first  quarter of 2002 was  $800,000  versus
$1,875,000 in the same quarter in 2001. The Company had net loan  charge-offs of
$521,000  in the  first  quarter  of 2002  compared  to  $2,204,000  of net loan
charge-offs  in the same  period  of 2001.  The  provision  for loan  losses  of
$1,875,000  taken in the  quarter  ended  March 31,  2001 was  mainly  due to an
additional $2,000,000 charge-off and subsequent sale of an  agricultural-related
loan  relationship that was first reported as nonperforming in the quarter ended
September  30,  2000.  During  the  quarter  ended  March  31,  2001,  this loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship. As of March 31, 2002 and 2001, the ratio of nonperforming loans to
total loans was 1.54% and 1.09%,  respectively,  and the ratio of  nonperforming
assets to total assets was 0.99% and 0.80%,  respectively.  As of March 31, 2002
and 2001,  the ratio of  allowance  for loan losses to total loans was 2.09% and
1.82%, respectively.

Noninterest  income,  excluding a one-time  pre-tax gain of $1,756,000  from the
sale of  insurance  company  stock  during the  quarter  ended  March 31,  2001,
increased  $554,000  (16.9%) to  $3,826,000 in the quarter ended March 31, 2002.
Service charges and fees increased  $100,000  (5.3%) to $1,973,000,  while other
income  increase  $454,000  (32.5%) to $1,853,000 in the quarter ended March 31,
2002 compared to the year-ago quarter.  The increase in service charges and fees
was  mainly due to a 2.3%  increase  in the  number of  core-deposit  customers,
increased ATM fees due to an expanded ATM network,  and small rate  increases in
service charges and fees. The increase in other income from the year-ago quarter
was  mainly  due to a  $643,000  (201%)  increase  in gain on sale of  loans  to
$963,000,  offset by a $100,000 (16%)  decrease in commissions  from the sale of
non-deposit investment products to $538,000.

Noninterest  expense  increased  $663,000  (6.8%) to  $10,402,000 in the quarter
ended March 31, 2002 from  $9,739,000 in the quarter ended March 31, 2001.  This
increase in noninterest expense was mainly due to a $612,000 (11.9%) increase in
salary and benefit expense to $5,739,000. Average full-time equivalent employees
were up 25 (6.4%) to 417 during the quarter ended March 31, 2002 from 392 during
the year-ago quarter.

Assets of the Company totaled  $999,933,000 at March 31, 2002, and represented a
decrease  of  $5,514,000  from  December  31, 2001  balances  and an increase of
$20,231,000 from March 31, 2001 ending balances.

For the first quarter of 2002, the Company had an annualized return on assets of
1.34% and a return on equity  of  14.88%  versus  1.24% and  13.81% in the first
quarter  of 2001.  As of March 31,  2002 TriCo  Bancshares  had a Tier 1 capital
ratio of 10.9% and a total risk-based capital ratio of 12.1%.

<PAGE>


The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 2002 compared with the first quarter of 2001 on
a fully tax-equivalent basis.

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

                                          Three months
                                         ended March 31,           Percentage
                                         2002          2001          Change
                                                                    increase
                                                                   (decrease)
Interest income (FTE)                   $ 16,263      $ 18,839       (13.7%)
Interest expense                           3,263         7,195       (54.6%)
                                      -----------   -----------

Net interest income (FTE)                 13,000        11,644        11.6%

Provision for loan losses                    800         1,875       (57.3%)
                                      -----------   -----------

Net interest income after                 12,200         9,769        24.9%
  provision for loan losses (FTE)

Noninterest income                         3,826         5,028       (23.9%)
Noninterest expenses                      10,402         9,739         6.8%
                                      -----------   -----------

Net income before income taxes             5,624         5,058        11.2%
Income taxes                               1,990         1,792        11.0%
Tax equivalent adjustment1                   305           287         6.3%
                                      -----------   -----------

Net income                               $ 3,329       $ 2,979        11.7%
                                      ===========   ===========

Diluted earnings per common share         $ 0.47        $ 0.41        14.6%




1 Interest on tax-free securities is reported on a tax equivalent basis of 1.55
  and 1.52 for March 31, 2002 and 2001, respectively.

<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  March  31,  2002,  interest  income  on a  fully
tax-equivalent   basis  decreased   $2,576,000   (13.7%)  to  $16,263,000   from
$18,839,000  during the quarter  ended March 31, 2001.  This decrease was mainly
due to decreases in interest rates.  The average balance of total earning assets
increased  $26,066,000  (3.0%) to $902,596,000  from the year-ago  quarter.  The
average  balance  of loans,  investments  and  federal  funds  sold  outstanding
increased   $9,341,000   (1.5%),   $7,373,000   (3.5%),  and  $9,352,000  (31%),
respectively, to $642,082,000, $220,792,000 and $39,722,000, respectively. These
volume increases in interest  earning assets  accounted for additional  interest
income of  $466,000,  during the first  quarter of 2002 versus the year  earlier
period.  The average  yields on loans,  investment  securities and federal funds
sold were lower by 131, 104 and 365 basis  points,  respectively,  and decreased
interest  income for the quarter by  $3,042,000  over the first quarter of 2001.
The overall yield on earning  assets  decreased 139 basis points to 7.21% during
the quarter  ended March 31, 2002 from 8.60% during the quarter  ended March 31,
2001

For the first quarter of 2002,  interest expense  decreased  $3,932,000 (55%) to
$3,263,000 from $7,195,000 from the year-ago quarter.  This decrease in interest
expense was mainly due to a decrease in interest rates,  increases in demand and
savings  deposit  balances,  and  decreases in time deposit and other  borrowing
balances.  Average  balances  of  noninterest-bearing  demand,  interest-bearing
demand and savings deposits increased $19,432,000 (13.2%),  $19,221,000 (12.6%),
and  $35,377,000  (16.2%),  respectively,  to  $167,052,000,  $171,606,000,  and
$253,679,000,  respectively,  from the year-ago quarterly average balances.  The
average  balances  of  time  deposits,   and  other  borrowings  were  lower  by
$37,787,000 (12.3%), and $10,237,000 (30.9%),  respectively, to $270,692,000 and
$22,951,000,  respectively,  during the first  quarter  of 2002  versus the year
earlier  period.  For the first  quarter  of 2002,  the  change  in the  average
balances of the components of  interest-bearing  liabilities  decreased interest
expense by $382,000 from the year earlier  period.  The overall  average rate on
earning liabilities decreased 222 basis points to 1.82% during the quarter ended
March 31, 2002 from 4.04% during the year-ago  quarter,  and decreased  interest
expense by $3,550,000.

The net effect of the  decreases  in  interest  income and expense for the first
quarter of 2002 versus 2001 was an increase in fully tax-equivalent net interest
income of  $1,356,000  (11.6%) to  $13,000,000  from  $11,644,000.  Net interest
margin on a fully-tax  equivalent  basis was up 45 basis  points to 5.76% during
the quarter ended March 31, 2002 versus 5.31% during the year-ago quarter.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 2002 versus the same period in 2001.

<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              March 31, 2002                                   March 31, 2001

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
<S>                                <C>               <C>             <C>            <C>               <C>             <C>
Assets
Earning assets
  Loan 2,3                         $ 642,082         $13,008         8.10%          $ 632,741         $14,893         9.41%
  Securities                         220,792           3,089         5.60%            213,419           3,542         6.64%
  Federal funds sold                  39,722             166         1.67%             30,370             404         5.32%
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             902,596          16,263         7.21%            876,530          18,839         8.60%
                                                 ------------                                    -------------
Cash and due from bank                43,908                                           40,518
Premises and equipment                16,358                                           16,891
Other assets,net                      40,849                                           39,811
Less:  allowance
  for loan losses                    (13,240)                                         (12,435)
                                -------------                                    -------------
      Total                        $ 990,471                                        $ 961,315
                                =============                                    =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 171,606             121         0.28%          $ 152,385             522         1.37%
  Savings deposits                   253,679             680         1.07%            218,302           1,624         2.98%
  Time deposits                      270,692           2,143         3.17%            308,479           4,544         5.89%
Long-term debt                        22,951             319         5.56%             33,188             505         6.09%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    718,928           3,263         1.82%            712,354           7,195         4.04%
                                                 ------------                                    -------------
Noninterest-bearing deposits         167,052                                          147,620
Other liabilities                     14,986                                           15,048
Shareholders' equity                  89,505                                           86,293
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 990,471                                        $ 961,315
                                =============                                    =============
Net interest rate spread5                                            5.39%                                            4.56%
Net interest income/net                              $13,000                                          $11,644
                                                 ============                                    =============
  interest margin6                                     5.76%                                            5.31%
                                                 ============                                    =============

</TABLE>


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on  loans  includes  fees on loans  of  $975,000  in 2002 and
   $702,000 in 2001.
4Interest  income is stated on a tax equivalent  basis of 1.55 and 1.52 at March
   31, 2002 and 2001, respectively.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
   interest-earning assets less  the  average  rate  paid  on   interest-bearing
   liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
   average earning assets.

<PAGE>

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

                      For the three months ended March 31,
                                 2002 over 2001

                                                    Yield/
                                       Volume        Rate4        Total
                                   -----------    ----------   ----------
Increase (decrease) in
  interest income:
    Loans 1,2                          $ 220       $ (2,105)    $ (1,885)
    Investment securities3               122           (575)        (453)
    Federal funds sold                   124           (362)        (238)
                                   -----------    ----------   ----------
      Total                              466         (3,042)      (2,576)
                                   -----------    ----------   ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  66           (467)        (401)
    Savings deposits                     264         (1,208)        (944)
    Time deposits                       (556)        (1,845)      (2,401)
    Long-term debt                      (156)           (30)        (186)
                                   -----------    ----------   ----------
      Total                             (382)        (3,550)      (3,932)
                                   -----------    ----------   ----------

Increase in net interest income        $ 848          $ 508      $ 1,356
                                   ===========    ==========   ==========


1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $975,000 in 2002 and
   $702,000 in 2001.  3Interest  income  is stated on a tax equivalent  basis of
   1.55 and 1.52 for March 31, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.


<PAGE>

Provision for Loan Losses

Provision  for loan  losses for the first  quarter of 2002 was  $800,000  versus
$1,875,000 in the same quarter in 2001. The Company had net loan  charge-offs of
$521,000  in the  first  quarter  of 2002  compared  to  $2,204,000  of net loan
charge-offs  in the same  period  of 2001.  The  provision  for loan  losses  of
$1,875,000  taken in the  quarter  ended  March 31,  2001 was  mainly  due to an
additional $2,000,000 charge-off and subsequent sale of an  agricultural-related
loan  relationship that was first reported as nonperforming in the quarter ended
September  30, 2000.  This loan  relationship  was sold to a third party without
recourse  to the  Company.  As such,  the  Company is not  subject to any future
charge-offs related to this loan relationship.

Noninterest Income

Noninterest  income,  excluding a one-time  pre-tax gain of $1,756,000  from the
sale of an investment in an insurance company during the quarter ended March 31,
2001,  increased  $554,000  (16.9%) to $3,826,000 in the quarter ended March 31,
2002.  Service charges and fees increased  $100,000 (5.3%) to $1,973,000,  while
other income increase  $454,000 (32.5%) to $1,853,000 in the quarter ended March
31, 2002 compared to the year-ago  quarter.  The increase in service charges and
fees was mainly due to a 2.3% increase in the number of core-deposit  customers,
increased ATM fees due to an expanded ATM network,  and small rate  increases in
service charges and fees. The increase in other income from the year-ago quarter
was  mainly  due to a  $643,000  (201%)  increase  in gain on sale of  loans  to
$963,000.  During the quarter ended March 31, 2002,  the Company  originated and
sold  residential  real estate mortgage loans totaling  $46,947,000  compared to
$15,425,000  originated  and sold in the quarter  ended March 31,  2001.  In the
quarter  ended  March  31,  2002,  commissions  from  the  sale  of  non-deposit
investment  products decreased from the year-ago quarter total by $100,000 (16%)
to $538,000.

Noninterest Expense

Noninterest  expense  increased  $663,000  (6.8%) to  $10,402,000 in the quarter
ended March 31, 2002 from  $9,739,000 in the quarter ended March 31, 2001.  This
increase in noninterest expense was mainly due to a $612,000 (11.9%) increase in
salary and benefit expense to $5,739,000. Average full-time equivalent employees
were up 25 (6.4%) to 417 during the quarter ended March 31, 2002 from 392 during
the year-ago quarter.

Provision for Income Taxes

The tax rate for the three  months  ended March 31,  2002 was 37.4%  compared to
37.6% in the year earlier period.

Loans

In the first quarter of 2002,  loan  balances  decreased  $21,524,000  (3.3%) to
$637,208,000 from December 31, 2001 balances of $658,732,000. This decrease from
year-end  balances is not unusual,  and is due mainly to the seasonal  nature of
the agriculture related sector of the Bank's loan portfolio. Commercial and real
estate loans decreased  $7,028,000  (5.4%) and $16,878,000  (4.5%) from December
31, 2001  balances,  respectively;  while consumer  loans  increased  $2,383,000
(1.5%) during the quarter ended March 31, 2002. Loan balances of $637,208,000 as
of March 31,  2002  represent  an  increase  of  $13,213,000  (2.1%)  from loans
balances of $623,995,000 as of March 31, 2001.

<PAGE>

Securities

At  March  31,  2002,  securities   available-for-sale   had  a  fair  value  of
$222,594,000  and an amortized cost of  $222,338,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $134,817,000  of which
$4,986,000  were  CMO's.  At March  31,  2002,  the  Company  had no  securities
classified as held-to-maturity.

Nonperforming Loans

As shown in the following table, total  nonperforming  assets have increased 62%
to $9,906,000 in the first three months of 2002.  Nonperforming assets represent
0.99% of total assets.  Included in the  nonperforming  loan balance as of March
31, 2002 are loans  totaling  $2,865,000 to one borrower that have reached their
contractual  maturity date and are well secured and in the process of collection
via  refinancing.  These loans were  classified as over ninety days past due and
still  accruing  interest  during the quarter ended March 31, 2002.  The Company
expects  the  refinancing  of these  loans  to be  completed  by June 30,  2002.
Excluding these loans,  nonperforming loan balances at March 31, 2002 would have
been  $6,970,000.  All  nonaccrual  loans are  considered  to be  impaired  when
determining  the valuation  allowance  under SFAS 114. The Company  continues to
make a concerted  effort to work problem and  potential  problem loans to reduce
risk of loss.

                                            March 31,         December 31,
                                              2002                2001

Nonaccrual loans                                $ 6,387          $ 5,466
Accruing loans past due 90 days or more           3,448              584
                                         ---------------      -----------

     Total nonperforming loans                    9,835            6,050

Other real estate owned                              71               71
                                         ---------------      -----------

     Total nonperforming assets                 $ 9,906          $ 6,121
                                         ===============      ===========

Nonperforming loans to total loans                1.54%            0.92%
Allowance for loan losses to
  nonperforming loans                              136%             216%
Nonperforming assets to total assets              0.99%            0.61%
Allowance for loan losses to
  nonperforming assets                             135%             213%


<PAGE>



Allowance for Loan Loss

Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's loan 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 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 occurs at least  quarterly.  Confirmation  of
the quality of the grading  process is obtained by  independent  credit  reviews
conducted by consultants specifically hired for this purpose and by various bank
regulatory agencies.

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2001.


<PAGE>


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



                                           March 31,           March 31,
                                             2002                2001
                                                  (in thousands)
Balance, beginning of period                $ 13,058            $ 11,670
Provision charged to operations                  800               1,875
Loans charged off                               (561)             (2,266)
Recoveries of loans previously
  charged off                                     40                  62
                                        -------------     ---------------
Balance, end of period                      $ 13,337            $ 11,341
                                        =============     ===============

Ending loan portfolio                      $ 637,208           $ 623,995
                                        =============     ===============
Allowance for loan losses as a
  percentage of ending loan portfolio          2.09%               1.82%
                                        =============     ===============


During the  quarter  ended March 31,  2001,  the  Company  received  proceeds of
$6,079,000   from  the  sale  of  a  nonperforming   agricultural-related   loan
relationship  that was first  reported as  nonperforming  in the  quarter  ended
September  30,  2000.  The  Company  recorded  charge-offs  related to this loan
relationship of $2,000,000,  $800,000,  and $3,000,000 during the quarters ended
March 31, 2001, December 31, 2000, and September 31, 2000, respectively. The net
book value of principal  balances after charge-offs for this  nonperforming loan
relationship was approximately $6,079,000,  $8,400,000, and $10,000,000 at March
31, 2001,  December 31, 2000,  and September 31, 2000,  respectively.  This loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship.


<PAGE>
<TABLE>
<CAPTION>

Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
<S>                                  <C>       <C>            <C>       <C>        <C>        <C>
As of  March 31, 2002:
Total Capital to Risk Weighted Assets
   Consolidated                      $93,178   12.12%       =>$61,514 =>8.0%     =>$76,892  =>10.0%
   Tri Counties Bank                 $91,065   11.87%       =>$61,358 =>8.0%     =>$76,697  =>10.0%
Tier I Capital to Risk Weighted Assets
   Consolidated                      $83,520   10.86%       =>$30,757 =>4.0%     =>$46,135   =>6.0%
   Tri Counties Bank                 $81,432   10.62%       =>$30,678 =>4.0%     =>$46,018   =>6.0%
Tier I Capital to Average Assets
   Consolidated                      $83,520    8.48%       =>$39,409 =>4.0%     =>$49,262   =>5.0%
   Tri Counties Bank                 $81,432    8.28%       =>$39,332 =>4.0%     =>$49,166   =>5.0%

</TABLE>

Liquidity

The  Company's  principal  source  of  asset  liquidity  is fed  funds  sold and
marketable  investment  securities  available for sale.  At March 31, 2002,  fed
funds sold and  investment  securities  available for sale totaled $278 million,
representing an increase of $35 million from December 31, 2001. In addition, the
Company  generates  additional  liquidity  from its  operating  activities.  The
Company's profitability during the first three months of 2002 and 2001 generated
cash flows from  operations  of $5.2  million  and $5.2  million,  respectively.
Additional  cash flows may be provided by financing  activities,  primarily  the
acceptance of deposits and borrowings from banks.  The Company also realized net
cash inflows from its investing  activities  during the 2002 period.  During the
quarter ended March 31, 2002, sales & maturities of investment securities net of
purchases  were $1.7  million  while  decreases  in loan  balances  totaled  $22
million.  These changes in investment and loan balances  contributed to net cash
provided from  investing  activities  of $23.4 million  during the quarter ended
March 31, 2002.  The net decrease in loans during the quarter ended March 31, is
not uncommon for the Company  given its  concentration  of  agriculture  related
loans which seasonally pay down in the late fall and winter, and increase in the
spring and summer.  From  December  31, 2000 to March 31,  2002,  the  Company's
agriculture  related loan balances ranged from 16% to 20% of the Company's total
loan  balances.  Financing  activities  were a net user of $8.7  million of cash
during  the  three  months  ended  March 31,  2002.  Deposit  balance  decreases
accounted  for $7.1 million of the  financing  use of funds.  During the quarter
ended March 31, 2002, the Company allowed higher-rate time certificate  balances
to decrease by $7.6 million, while other types of deposit increased by $500,000.
Dividends paid and the repurchase of common stock used $1.4 million and $190,000
of cash during the quarter ended March 31, 2002, respectively.

                         Item 3. MARKET RISK MANAGEMENT
There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 2001.


<PAGE>


                                     PART II

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

         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.

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

<PAGE>



(b)  Reports on Form 8-K:
     --------------------

During the quarter ended March 31, 2002 the Company filed the following Current
Reports on Form 8-K:

         Description                              Date of Report
         -----------------------                 ----------------
         Changes to Registrant's                  March 27, 2002
         Certifying Accountant





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   05/07/2002                                        /s/ Richard P. Smith
    --------------------                                 -----------------------
                                                         Richard P. Smith
                                                         President and Chief
                                                         Executive Officer


Date   05/07/2002                                        /s/ Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Thomas J. Reddish
                                                         Vice President and CFO
[{"type": "10-Q", "sequence": "1", "filename": "tcbk10q1q02.txt", "description": "TCBK Q-1 FORM 10-Q", "secsgml_size_bytes": 69586}]
{"company-data": {"conformed-name": "TRICO BANCSHARES /", "cik": "0000356171", "assigned-sic": "6022", "irs-number": "942792841", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-10661", "film-number": "02640347"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
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 March 31, 2002                  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 May 7, 2002:  7,008,230
TRICO BANCSHARES
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       (unaudited)
                                                     (in thousands)

                                                                                    March 31,            December 31,
                                                                                ------------------     ------------------
                                                                                      2002                   2001
Assets:
Cash and due from banks                                                                  $ 42,647               $ 59,264
Federal funds sold and repurchase agreements                                               55,200                 18,700
                                                                                ------------------     ------------------
     Cash and cash equivalents                                                             97,847                 77,964
Securities available-for-sale                                                             222,594                224,590
Loans, net of allowance for loan losses
  of $13,337 and $13,058, respectively                                                    623,871                645,674
Premises and equipment, net                                                                16,136                 16,457
Cash Value of Life Insurance                                                               14,722                 14,602
Other real estate owned                                                                        71                     71
Accrued interest receivable                                                                 5,480                  5,522
Intangible Assets                                                                           4,842                  5,070
Other assets                                                                               14,370                 15,497
                                                                                ------------------     ------------------
     Total assets                                                                       $ 999,933            $ 1,005,447
                                                                                ==================     ==================

Liabilities:
Deposits:
 Noninterest-bearing demand                                                             $ 172,087              $ 190,386
 Interest-bearing demand                                                                  174,852                165,542
 Savings                                                                                  256,845                247,399
 Time certificates                                                                        269,488                277,066
                                                                                ------------------     ------------------
     Total deposits                                                                       873,272                880,393
Accrued interest payable and other liabilities                                             14,996                 15,165
Long term borrowings                                                                       22,948                 22,956
                                                                                ------------------     ------------------
     Total liabilities                                                                    911,216                918,514
Shareholders' equity:
Common stock                                                                               49,608                 49,679
Retained earnings                                                                          39,720                 37,909
Accumulated other comprehensive loss                                                         (611)                  (655)
                                                                                ------------------     ------------------
     Total shareholders' equity                                                            88,717                 86,933
                                                                                ------------------     ------------------
     Total liabilities and shareholders' equity                                         $ 999,933            $ 1,005,447
                                                                                ==================     ==================

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)
                 (in thousands except earnings per common share)

                                                      For the three months
                                                        ended March 31,
                                                 2002                  2001
Interest income:
  Interest and fees on loans                      $ 13,008             $ 14,893
  Interest on investment
   securities-taxable                                2,230                2,698
  Interest on investment
   securities-tax exempt                               554                  557
  Interest on federal funds sold                       166                  404
                                              -------------        -------------
     Total interest income                          15,958               18,552
                                              -------------        -------------
Interest expense:
  Interest on deposits                               2,944                6,690
  Interest on other borrowings                         319                  505
                                              -------------        -------------
     Total interest expense                          3,263                7,195
                                              -------------        -------------
     Net interest income                            12,695               11,357
Provision for loan losses                              800                1,875
                                              -------------        -------------
    Net interest income after
     provision for loan losses                      11,895                9,482
Noninterest income:
  Service charges and fees                           1,973                1,873
  Gain on sale of insurance company stock                -                1,756
  Other income                                       1,853                1,399
                                              -------------        -------------
     Total noninterest income                        3,826                5,028
                                              -------------        -------------
Noninterest expenses:
  Salaries and related expenses                      5,739                5,127
  Other, net                                         4,663                4,612
                                              -------------        -------------
     Total noninterest expenses                     10,402                9,739
                                              -------------        -------------
Net income before income taxes                       5,319                4,771
  Income taxes                                       1,990                1,792
                                              -------------        -------------
     Net income                                      3,329                2,979
                                              =============        =============
Basic earnings per common share                     $ 0.48               $ 0.42
                                              =============        =============
Diluted earnings per common share                   $ 0.47               $ 0.41
                                              =============        =============

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
            CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                   (unaudited)
                     (in thousands, except number of shares)

                                              Common Stock                     Accumulated
                                        -------------------------                 Other
                                           Number                 Retained    Comprehensive                Comprehensive
                                          of Shares     Amount    Earnings        Loss          Total         Income
                                        -----------------------------------------------------------------------------------
Balance, December 31, 2001                  7,000,980    $49,679    $37,909             ($655)   $86,933
Repurchase of Common Stock                    (10,000)       (71)      (119)                        (190)
Common stock cash dividends                                          (1,399)                      (1,399)
Comprehensive income:
 Net income                                                           3,329                        3,329            $3,329
 Other comprehensive income:
   Change in unrealized loss
    on securities, net of tax                                                              44         44                44
                                                                                                             --------------
Comprehensive income                                                                                                $3,373
                                        -----------------------------------------------------------------------------------
Balance, March 31, 2002                     6,990,980    $49,608    $39,720             ($611)   $88,717
                                        -----------------------------------------------------------------

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
TRICO BANCSHARES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited, in thousands)
                                                                      For the three months
                                                                         ended March 31,
                                                                     2002              2001
                                                                 --------------    --------------
Operating activities:
  Net income                                                            $3,329            $2,979
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                            800             1,875
      Depreciation and amortization                                        601               628
      Amortization of intangible assets                                    228               228
      Accretion and amortization of investment
           securities discounts and premiums, net                          341                26
      Deferred income taxes                                                (28)             (177)
      Investment security gains, net                                         -            (1,756)
      Gain on sale of OREO                                                   -               (27)
      Gain on sale of loans                                               (963)             (320)
      Loss on sale of fixed assets                                          20                10
      Decrease in interest receivable                                       42               788
      Increase (decrease) in interest payable                             (671)              418
      Decrease in other assets and liabilities                           1,512               569
                                                                 --------------    --------------
        Net cash provided by operating activities                        5,211             5,241
                                                                 --------------    --------------
Investing activities:
  Proceeds from maturities of securities available-for-sale             28,682            32,127
  Proceeds from sales of securities available-for-sale                       -             3,266
  Purchases of securities available-for-sale                           (26,958)              (63)
  Net decrease in loans                                                 21,966             8,236
  Proceeds from sale of premises and equipment                               3                 -
  Purchases of premises and equipment                                     (303)             (650)
  Proceeds from sale of OREO                                                 -               727
                                                                 --------------    --------------
        Net cash provided (used) by investing activities                23,390            43,643
                                                                 --------------    --------------
Financing activities:
  Net (decrease) increase in deposits                                   (7,121)            7,504
  Net decrease in Fed funds purchased                                        -              (500)
  Payments of principal on long-term debt agreements                        (8)           (1,007)
  Repurchase of common stock                                              (190)           (1,785)
  Cash dividends                                                        (1,399)           (1,415)
  Exercise of common stock options                                           -               108
                                                                 --------------    --------------
        Net cash (used) provided by financing activities                (8,718)            2,905
                                                                 --------------    --------------
        Increase in cash and cash equivalents                           19,883            51,789
Cash and cash equivalents at beginning of period                        77,964            58,190
                                                                 --------------    --------------
Cash and cash equivalents at end of period                             $97,847          $109,979
                                                                 --------------    --------------
Supplemental information
  Cash paid for taxes                                                       $0                $0
  Cash paid for interest expense                                        $3,934            $6,777

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
Item 1.  Notes to Unaudited Condensed Consolidated Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months ended March 31, 2002 and 2001 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 2001.

Certain amounts previously  reported in the 2001 financial  statements have been
reclassified to conform to the 2002 presentation.  These  reclassifications  did
not affect previously reported net income or total shareholders' equity.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standard No. 141, "Business  Combinations" (SFAS 141),
and  Statement of Financial  Accounting  Standard No. 142,  "Goodwill  and Other
Intangible  Assets" (SFAS 142).  SFAS 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
and specifies  criteria that  intangible  assets  acquired in a purchase  method
business  combination  must  meet  to be  recognized  and  reported  apart  from
goodwill.  SFAS 142 requires that goodwill and intangible assets with indefinite
useful  lives no longer be  amortized  after 2001,  but instead be  periodically
evaluated  for  impairment.  Intangible  assets with  definite  useful lives are
required to be amortized over their  respective  estimated useful lives to their
estimated residual values, and also reviewed for impairment.

Effective  January 1, 2002,  the Company was required to adopt the provisions of
SFAS 141 and SFAS  142.  Accordingly,  any  goodwill  and any  intangible  asset
determined  to have an  indefinite  useful life that are  acquired in a purchase
business  combination  will not be amortized,  but will continue to be evaluated
for impairment in accordance with the  appropriate  accounting  literature.  The
Company was also  required to reassess the useful  lives and residual  values of
all  such  intangible  assets  and  make  any  necessary   amortization   period
adjustments by March 31, 2002. No such adjustments were made.

In  addition,  to the  extent an  intangible  asset is  identified  as having an
indefinite  useful life, the Company was required to test the  intangible  asset
for impairment in the first quarter of 2002. The Company has no intangibles with
indefinite useful life.

As of the date of  adoption,  the Company  had  identifiable  intangible  assets
consisting of core deposit premiums and minimum pension liability.  Core deposit
premiums are amortized  using an accelerated  method over a period of ten years.
Intangible  assets related to minimum  pension  liability are adjusted  annually
based upon  actuarial  estimates.  The Company  has no goodwill  (unidentifiable
intangible  assets). As of March 31, 2002 and December 31, 2001, the Company had
unamortized  core deposit  premiums of $4,325,000 and $4,553,000,  respectively.
Amortization  of core deposit  premiums was $228,000 during the first quarter of
2002 and 2001.  Core  deposit  premiums  are  scheduled to amortize at a rate of
$228,000 per quarter through the quarter ended December 31, 2006.
Note B - Comprehensive Income

For the  Company,  comprehensive  income  includes  net income  reported  on the
statement  of income and  changes  in the fair  value of its  available-for-sale
investments reported as other comprehensive income. The following table presents
net  income  adjusted  by the  change  in  unrealized  gains  or  losses  on the
available-for-sale  investments  as a  component  of  comprehensive  income  (in
thousands).

                                                    Three months ended
                                                          March 31,
                                                       2002      2001
Net income                                           $ 3,329   $ 2,979
Net change in unrealized gains
  on securities available-for-sale, net
  of tax and reclassification adjustment
                                                          44       456
                                                     -------   -------
Comprehensive income                                 $ 3,373   $ 3,435
                                                     =======   =======

Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):

                                               Three Months Ended March 31, 2002
                                                             Weighted
                                                              Average  Per-Share
                                                    Income    Shares    Amount
Basic Earnings per Share
  Net income available to common shareholders       $3,329   6,992,480   $0.48
Dilutive effect of common stock options outstanding            124,894
                                                             ---------
Diluted Earnings per Share
  Net income available to common shareholders       $3,329   7,117,374   $0.47
                                                    ======   =========

                                               Three Months Ended March 31, 2001
                                                             Weighted
                                                              Average  Per-Share
                                                    Income    Shares    Amount
Basic Earnings per Share
  Net income available to common shareholders       $2,979   7,140,859   $0.42
Dilutive effect of common stock options outstanding            128,821
                                                             ---------
Diluted Earnings per Share
  Net income available to common shareholders       $2,979   7,269,680   $0.41
                                                    ======   =========
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment brokerage and leasing services.

As permitted under the Statement, the results of the separate branches have been
aggregated into a single reportable  segment,  Community Banking.  The Company's
leasing and investment brokerage 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 Company's reportable segments is
as follows (in thousands):
                                    Community
                                     Banking          Other         Total

Three Months Ended March 31, 2002
Net interest income                 $ 12,462     $     233      $  12,695
Noninterest income                     3,211           615          3,826
Noninterest expense                    9,903           499         10,402
Net income                             3,113           216          3,329
Assets                              $985,816       $14,177       $999,933

Three Months Ended March 31, 2001
Net interest income                 $ 11,161     $     196      $  11,357
Noninterest income                     4,335           693          5,028
Noninterest expense                    9,270           469          9,739
Net income                             2,777           202          2,979
Assets                              $964,533       $15,169       $979,702

Note E - Noninterest Income

Included in the results for the three months ended March 31, 2001 was 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 $3,266,000.
Note F - Stock Repurchase Plan

On March 15, 2001, the Company  announced the completion of its 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  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
common  shares  outstanding  on October 19, 2001.  As of December 31, 2001,  the
Company repurchased 108,800 shares under this new plan. During the quarter ended
March 31, 2002, the Company repurchased 10,000 shares under this new plan. As of
this date, 31,200 shares remain to be repurchased 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.
Note H - Sale of Nonperforming Loan

During the  quarter  ended March 31,  2001,  the  Company  received  proceeds of
$6,079,000   from  the  sale  of  a  nonperforming   agricultural-related   loan
relationship  that was first  reported as  nonperforming  in the  quarter  ended
September  30,  2000.  The  Company  recorded  charge-offs  related to this loan
relationship of $2,000,000,  $800,000,  and $3,000,000 during the quarters ended
March 31, 2001, December 31, 2000, and September 31, 2000, respectively. The net
book value of principal  balances after charge-offs for this  nonperforming loan
relationship was approximately $6,079,000,  $8,400,000, and $10,000,000 at March
31, 2001,  December 31, 2000,  and September 31, 2000,  respectively.  This loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship.
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. Within the "overview" section, interest income and net
interest income are generally presented on a fully tax-equivalent (FTE) basis.

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

Overview

The Company had  quarterly  earnings of  $3,329,000  for the three  months ended
March 31, 2002. Diluted earnings per share were $0.47. During the quarters ended
December 31, 2001 and March 31, 2001, the Company  reported diluted earnings per
share of $0.47 and $0.41,  respectively.  Included  in the results for the three
months ended March 31, 2001 was a one-time  pre-tax gain of $1,756,000  from the
sale of insurance  company stock.  Offsetting  this gain in the first quarter of
2001 was a provision for loan losses of $1,875,000.  Excluding the one-time gain
noted above, the Company would have reported diluted earnings per share of $0.47
and $0.26 in the quarters ended March 31, 2002 and 2001, respectively.

First  quarter 2002 net interest  income on a fully  tax-equivalent  yield basis
increased  $1,356,000 (11.6%) to $13,000,000 compared to $11,644,000 recorded in
the first quarter of 2001.  This increase in net interest income was due in part
to a  $26,006,000  (3.0%)  increase in the average  balance of interest  earning
assets to $902,596,000 from  $876,530,000 in the year-ago quarter,  and a change
in relative mix of deposits  towards less time deposits and more noninterest and
low-interest bearing deposits. These volume related changes contributed $848,000
to the increase in net interest income. Despite a 475 basis point decline in the
federal funds target rate during 2001, by the quarter ended March 31, 2002,  the
Company was able to sufficiently  adjust rates on interest  bearing  liabilities
such that the net effect of interest  rate  changes  from the  year-ago  quarter
added $508,000 to net interest  income.  The net result was an increase in fully
tax-equivalent  net interest margin to 5.76% in the quarter ended March 31, 2002
compared to 5.31% in the year-ago quarter.
Provision  for loan  losses for the first  quarter of 2002 was  $800,000  versus
$1,875,000 in the same quarter in 2001. The Company had net loan  charge-offs of
$521,000  in the  first  quarter  of 2002  compared  to  $2,204,000  of net loan
charge-offs  in the same  period  of 2001.  The  provision  for loan  losses  of
$1,875,000  taken in the  quarter  ended  March 31,  2001 was  mainly  due to an
additional $2,000,000 charge-off and subsequent sale of an  agricultural-related
loan  relationship that was first reported as nonperforming in the quarter ended
September  30,  2000.  During  the  quarter  ended  March  31,  2001,  this loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship. As of March 31, 2002 and 2001, the ratio of nonperforming loans to
total loans was 1.54% and 1.09%,  respectively,  and the ratio of  nonperforming
assets to total assets was 0.99% and 0.80%,  respectively.  As of March 31, 2002
and 2001,  the ratio of  allowance  for loan losses to total loans was 2.09% and
1.82%, respectively.

Noninterest  income,  excluding a one-time  pre-tax gain of $1,756,000  from the
sale of  insurance  company  stock  during the  quarter  ended  March 31,  2001,
increased  $554,000  (16.9%) to  $3,826,000 in the quarter ended March 31, 2002.
Service charges and fees increased  $100,000  (5.3%) to $1,973,000,  while other
income  increase  $454,000  (32.5%) to $1,853,000 in the quarter ended March 31,
2002 compared to the year-ago quarter.  The increase in service charges and fees
was  mainly due to a 2.3%  increase  in the  number of  core-deposit  customers,
increased ATM fees due to an expanded ATM network,  and small rate  increases in
service charges and fees. The increase in other income from the year-ago quarter
was  mainly  due to a  $643,000  (201%)  increase  in gain on sale of  loans  to
$963,000,  offset by a $100,000 (16%)  decrease in commissions  from the sale of
non-deposit investment products to $538,000.

Noninterest  expense  increased  $663,000  (6.8%) to  $10,402,000 in the quarter
ended March 31, 2002 from  $9,739,000 in the quarter ended March 31, 2001.  This
increase in noninterest expense was mainly due to a $612,000 (11.9%) increase in
salary and benefit expense to $5,739,000. Average full-time equivalent employees
were up 25 (6.4%) to 417 during the quarter ended March 31, 2002 from 392 during
the year-ago quarter.

Assets of the Company totaled  $999,933,000 at March 31, 2002, and represented a
decrease  of  $5,514,000  from  December  31, 2001  balances  and an increase of
$20,231,000 from March 31, 2001 ending balances.

For the first quarter of 2002, the Company had an annualized return on assets of
1.34% and a return on equity  of  14.88%  versus  1.24% and  13.81% in the first
quarter  of 2001.  As of March 31,  2002 TriCo  Bancshares  had a Tier 1 capital
ratio of 10.9% and a total risk-based capital ratio of 12.1%.
The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 2002 compared with the first quarter of 2001 on
a fully tax-equivalent basis.

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

                                          Three months
                                         ended March 31,           Percentage
                                         2002          2001          Change
                                                                    increase
                                                                   (decrease)
Interest income (FTE)                   $ 16,263      $ 18,839       (13.7%)
Interest expense                           3,263         7,195       (54.6%)
                                      -----------   -----------

Net interest income (FTE)                 13,000        11,644        11.6%

Provision for loan losses                    800         1,875       (57.3%)
                                      -----------   -----------

Net interest income after                 12,200         9,769        24.9%
  provision for loan losses (FTE)

Noninterest income                         3,826         5,028       (23.9%)
Noninterest expenses                      10,402         9,739         6.8%
                                      -----------   -----------

Net income before income taxes             5,624         5,058        11.2%
Income taxes                               1,990         1,792        11.0%
Tax equivalent adjustment1                   305           287         6.3%
                                      -----------   -----------

Net income                               $ 3,329       $ 2,979        11.7%
                                      ===========   ===========

Diluted earnings per common share         $ 0.47        $ 0.41        14.6%

1 Interest on tax-free securities is reported on a tax equivalent basis of 1.55
  and 1.52 for March 31, 2002 and 2001, respectively.
Net Interest Income / Net Interest Margin

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

For  the  three  months  ended  March  31,  2002,  interest  income  on a  fully
tax-equivalent   basis  decreased   $2,576,000   (13.7%)  to  $16,263,000   from
$18,839,000  during the quarter  ended March 31, 2001.  This decrease was mainly
due to decreases in interest rates.  The average balance of total earning assets
increased  $26,066,000  (3.0%) to $902,596,000  from the year-ago  quarter.  The
average  balance  of loans,  investments  and  federal  funds  sold  outstanding
increased   $9,341,000   (1.5%),   $7,373,000   (3.5%),  and  $9,352,000  (31%),
respectively, to $642,082,000, $220,792,000 and $39,722,000, respectively. These
volume increases in interest  earning assets  accounted for additional  interest
income of  $466,000,  during the first  quarter of 2002 versus the year  earlier
period.  The average  yields on loans,  investment  securities and federal funds
sold were lower by 131, 104 and 365 basis  points,  respectively,  and decreased
interest  income for the quarter by  $3,042,000  over the first quarter of 2001.
The overall yield on earning  assets  decreased 139 basis points to 7.21% during
the quarter  ended March 31, 2002 from 8.60% during the quarter  ended March 31,
2001

For the first quarter of 2002,  interest expense  decreased  $3,932,000 (55%) to
$3,263,000 from $7,195,000 from the year-ago quarter.  This decrease in interest
expense was mainly due to a decrease in interest rates,  increases in demand and
savings  deposit  balances,  and  decreases in time deposit and other  borrowing
balances.  Average  balances  of  noninterest-bearing  demand,  interest-bearing
demand and savings deposits increased $19,432,000 (13.2%),  $19,221,000 (12.6%),
and  $35,377,000  (16.2%),  respectively,  to  $167,052,000,  $171,606,000,  and
$253,679,000,  respectively,  from the year-ago quarterly average balances.  The
average  balances  of  time  deposits,   and  other  borrowings  were  lower  by
$37,787,000 (12.3%), and $10,237,000 (30.9%),  respectively, to $270,692,000 and
$22,951,000,  respectively,  during the first  quarter  of 2002  versus the year
earlier  period.  For the first  quarter  of 2002,  the  change  in the  average
balances of the components of  interest-bearing  liabilities  decreased interest
expense by $382,000 from the year earlier  period.  The overall  average rate on
earning liabilities decreased 222 basis points to 1.82% during the quarter ended
March 31, 2002 from 4.04% during the year-ago  quarter,  and decreased  interest
expense by $3,550,000.

The net effect of the  decreases  in  interest  income and expense for the first
quarter of 2002 versus 2001 was an increase in fully tax-equivalent net interest
income of  $1,356,000  (11.6%) to  $13,000,000  from  $11,644,000.  Net interest
margin on a fully-tax  equivalent  basis was up 45 basis  points to 5.76% during
the quarter ended March 31, 2002 versus 5.31% during the year-ago quarter.

The following  two tables  provide  summaries of the  components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter ended March 31, 2002 versus the same period in 2001.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Three Months Ended
                                              March 31, 2002                                   March 31, 2001

                                Average          Income/        Yield/           Average         Income/         Yield/
                                Balance1         Expense        Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loan 2,3                         $ 642,082         $13,008         8.10%          $ 632,741         $14,893         9.41%
  Securities                         220,792           3,089         5.60%            213,419           3,542         6.64%
  Federal funds sold                  39,722             166         1.67%             30,370             404         5.32%
                                -------------    ------------   -----------      -------------   -------------   -----------
    Total earning assets             902,596          16,263         7.21%            876,530          18,839         8.60%
                                                 ------------                                    -------------
Cash and due from bank                43,908                                           40,518
Premises and equipment                16,358                                           16,891
Other assets,net                      40,849                                           39,811
Less:  allowance
  for loan losses                    (13,240)                                         (12,435)
                                -------------                                    -------------
      Total                        $ 990,471                                        $ 961,315
                                =============                                    =============
Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 171,606             121         0.28%          $ 152,385             522         1.37%
  Savings deposits                   253,679             680         1.07%            218,302           1,624         2.98%
  Time deposits                      270,692           2,143         3.17%            308,479           4,544         5.89%
Long-term debt                        22,951             319         5.56%             33,188             505         6.09%
                                -------------    ------------   -----------      -------------   -------------   -----------
   Total interest-bearing
      liabilities                    718,928           3,263         1.82%            712,354           7,195         4.04%
                                                 ------------                                    -------------
Noninterest-bearing deposits         167,052                                          147,620
Other liabilities                     14,986                                           15,048
Shareholders' equity                  89,505                                           86,293
                                -------------                                    -------------
    Total liabilities
      and shareholders' equity     $ 990,471                                        $ 961,315
                                =============                                    =============
Net interest rate spread5                                            5.39%                                            4.56%
Net interest income/net                              $13,000                                          $11,644
                                                 ============                                    =============
  interest margin6                                     5.76%                                            5.31%
                                                 ============                                    =============
1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on  loans  includes  fees on loans  of  $975,000  in 2002 and
   $702,000 in 2001.
4Interest  income is stated on a tax equivalent  basis of 1.55 and 1.52 at March
   31, 2002 and 2001, respectively.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
   interest-earning assets less  the  average  rate  paid  on   interest-bearing
   liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
   average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                  (in thousand)

                      For the three months ended March 31,
                                 2002 over 2001

                                                    Yield/
                                       Volume        Rate4        Total
                                   -----------    ----------   ----------
Increase (decrease) in
  interest income:
    Loans 1,2                          $ 220       $ (2,105)    $ (1,885)
    Investment securities3               122           (575)        (453)
    Federal funds sold                   124           (362)        (238)
                                   -----------    ----------   ----------
      Total                              466         (3,042)      (2,576)
                                   -----------    ----------   ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  66           (467)        (401)
    Savings deposits                     264         (1,208)        (944)
    Time deposits                       (556)        (1,845)      (2,401)
    Long-term debt                      (156)           (30)        (186)
                                   -----------    ----------   ----------
      Total                             (382)        (3,550)      (3,932)
                                   -----------    ----------   ----------

Increase in net interest income        $ 848          $ 508      $ 1,356
                                   ===========    ==========   ==========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $975,000 in 2002 and
   $702,000 in 2001.  3Interest  income  is stated on a tax equivalent  basis of
   1.55 and 1.52 for March 31, 2002 and 2001, respectively.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

Provision  for loan  losses for the first  quarter of 2002 was  $800,000  versus
$1,875,000 in the same quarter in 2001. The Company had net loan  charge-offs of
$521,000  in the  first  quarter  of 2002  compared  to  $2,204,000  of net loan
charge-offs  in the same  period  of 2001.  The  provision  for loan  losses  of
$1,875,000  taken in the  quarter  ended  March 31,  2001 was  mainly  due to an
additional $2,000,000 charge-off and subsequent sale of an  agricultural-related
loan  relationship that was first reported as nonperforming in the quarter ended
September  30, 2000.  This loan  relationship  was sold to a third party without
recourse  to the  Company.  As such,  the  Company is not  subject to any future
charge-offs related to this loan relationship.

Noninterest Income

Noninterest  income,  excluding a one-time  pre-tax gain of $1,756,000  from the
sale of an investment in an insurance company during the quarter ended March 31,
2001,  increased  $554,000  (16.9%) to $3,826,000 in the quarter ended March 31,
2002.  Service charges and fees increased  $100,000 (5.3%) to $1,973,000,  while
other income increase  $454,000 (32.5%) to $1,853,000 in the quarter ended March
31, 2002 compared to the year-ago  quarter.  The increase in service charges and
fees was mainly due to a 2.3% increase in the number of core-deposit  customers,
increased ATM fees due to an expanded ATM network,  and small rate  increases in
service charges and fees. The increase in other income from the year-ago quarter
was  mainly  due to a  $643,000  (201%)  increase  in gain on sale of  loans  to
$963,000.  During the quarter ended March 31, 2002,  the Company  originated and
sold  residential  real estate mortgage loans totaling  $46,947,000  compared to
$15,425,000  originated  and sold in the quarter  ended March 31,  2001.  In the
quarter  ended  March  31,  2002,  commissions  from  the  sale  of  non-deposit
investment  products decreased from the year-ago quarter total by $100,000 (16%)
to $538,000.

Noninterest Expense

Noninterest  expense  increased  $663,000  (6.8%) to  $10,402,000 in the quarter
ended March 31, 2002 from  $9,739,000 in the quarter ended March 31, 2001.  This
increase in noninterest expense was mainly due to a $612,000 (11.9%) increase in
salary and benefit expense to $5,739,000. Average full-time equivalent employees
were up 25 (6.4%) to 417 during the quarter ended March 31, 2002 from 392 during
the year-ago quarter.

Provision for Income Taxes

The tax rate for the three  months  ended March 31,  2002 was 37.4%  compared to
37.6% in the year earlier period.

Loans

In the first quarter of 2002,  loan  balances  decreased  $21,524,000  (3.3%) to
$637,208,000 from December 31, 2001 balances of $658,732,000. This decrease from
year-end  balances is not unusual,  and is due mainly to the seasonal  nature of
the agriculture related sector of the Bank's loan portfolio. Commercial and real
estate loans decreased  $7,028,000  (5.4%) and $16,878,000  (4.5%) from December
31, 2001  balances,  respectively;  while consumer  loans  increased  $2,383,000
(1.5%) during the quarter ended March 31, 2002. Loan balances of $637,208,000 as
of March 31,  2002  represent  an  increase  of  $13,213,000  (2.1%)  from loans
balances of $623,995,000 as of March 31, 2001.
Securities

At  March  31,  2002,  securities   available-for-sale   had  a  fair  value  of
$222,594,000  and an amortized cost of  $222,338,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $134,817,000  of which
$4,986,000  were  CMO's.  At March  31,  2002,  the  Company  had no  securities
classified as held-to-maturity.

Nonperforming Loans

As shown in the following table, total  nonperforming  assets have increased 62%
to $9,906,000 in the first three months of 2002.  Nonperforming assets represent
0.99% of total assets.  Included in the  nonperforming  loan balance as of March
31, 2002 are loans  totaling  $2,865,000 to one borrower that have reached their
contractual  maturity date and are well secured and in the process of collection
via  refinancing.  These loans were  classified as over ninety days past due and
still  accruing  interest  during the quarter ended March 31, 2002.  The Company
expects  the  refinancing  of these  loans  to be  completed  by June 30,  2002.
Excluding these loans,  nonperforming loan balances at March 31, 2002 would have
been  $6,970,000.  All  nonaccrual  loans are  considered  to be  impaired  when
determining  the valuation  allowance  under SFAS 114. The Company  continues to
make a concerted  effort to work problem and  potential  problem loans to reduce
risk of loss.

                                            March 31,         December 31,
                                              2002                2001

Nonaccrual loans                                $ 6,387          $ 5,466
Accruing loans past due 90 days or more           3,448              584
                                         ---------------      -----------

     Total nonperforming loans                    9,835            6,050

Other real estate owned                              71               71
                                         ---------------      -----------

     Total nonperforming assets                 $ 9,906          $ 6,121
                                         ===============      ===========

Nonperforming loans to total loans                1.54%            0.92%
Allowance for loan losses to
  nonperforming loans                              136%             216%
Nonperforming assets to total assets              0.99%            0.61%
Allowance for loan losses to
  nonperforming assets                             135%             213%
Allowance for Loan Loss

Credit  risk is inherent in the  business of lending.  As a result,  the Company
maintains  an  Allowance  for Loan  Losses  to  absorb  losses  inherent  in the
Company's loan 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 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 occurs at least  quarterly.  Confirmation  of
the quality of the grading  process is obtained by  independent  credit  reviews
conducted by consultants specifically hired for this purpose and by various bank
regulatory agencies.

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
2001.
The following table presents information concerning the allowance and provision
for loan losses.

                                           March 31,           March 31,
                                             2002                2001
                                                  (in thousands)
Balance, beginning of period                $ 13,058            $ 11,670
Provision charged to operations                  800               1,875
Loans charged off                               (561)             (2,266)
Recoveries of loans previously
  charged off                                     40                  62
                                        -------------     ---------------
Balance, end of period                      $ 13,337            $ 11,341
                                        =============     ===============

Ending loan portfolio                      $ 637,208           $ 623,995
                                        =============     ===============
Allowance for loan losses as a
  percentage of ending loan portfolio          2.09%               1.82%
                                        =============     ===============

During the  quarter  ended March 31,  2001,  the  Company  received  proceeds of
$6,079,000   from  the  sale  of  a  nonperforming   agricultural-related   loan
relationship  that was first  reported as  nonperforming  in the  quarter  ended
September  30,  2000.  The  Company  recorded  charge-offs  related to this loan
relationship of $2,000,000,  $800,000,  and $3,000,000 during the quarters ended
March 31, 2001, December 31, 2000, and September 31, 2000, respectively. The net
book value of principal  balances after charge-offs for this  nonperforming loan
relationship was approximately $6,079,000,  $8,400,000, and $10,000,000 at March
31, 2001,  December 31, 2000,  and September 31, 2000,  respectively.  This loan
relationship was sold to a third party without recourse to the Company. As such,
the  Company  is not  subject  to any  future  charge-offs  related to this loan
relationship.
Equity

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

                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio
As of  March 31, 2002:
Total Capital to Risk Weighted Assets
   Consolidated                      $93,178   12.12%       =>$61,514 =>8.0%     =>$76,892  =>10.0%
   Tri Counties Bank                 $91,065   11.87%       =>$61,358 =>8.0%     =>$76,697  =>10.0%
Tier I Capital to Risk Weighted Assets
   Consolidated                      $83,520   10.86%       =>$30,757 =>4.0%     =>$46,135   =>6.0%
   Tri Counties Bank                 $81,432   10.62%       =>$30,678 =>4.0%     =>$46,018   =>6.0%
Tier I Capital to Average Assets
   Consolidated                      $83,520    8.48%       =>$39,409 =>4.0%     =>$49,262   =>5.0%
   Tri Counties Bank                 $81,432    8.28%       =>$39,332 =>4.0%     =>$49,166   =>5.0%
Liquidity

The  Company's  principal  source  of  asset  liquidity  is fed  funds  sold and
marketable  investment  securities  available for sale.  At March 31, 2002,  fed
funds sold and  investment  securities  available for sale totaled $278 million,
representing an increase of $35 million from December 31, 2001. In addition, the
Company  generates  additional  liquidity  from its  operating  activities.  The
Company's profitability during the first three months of 2002 and 2001 generated
cash flows from  operations  of $5.2  million  and $5.2  million,  respectively.
Additional  cash flows may be provided by financing  activities,  primarily  the
acceptance of deposits and borrowings from banks.  The Company also realized net
cash inflows from its investing  activities  during the 2002 period.  During the
quarter ended March 31, 2002, sales & maturities of investment securities net of
purchases  were $1.7  million  while  decreases  in loan  balances  totaled  $22
million.  These changes in investment and loan balances  contributed to net cash
provided from  investing  activities  of $23.4 million  during the quarter ended
March 31, 2002.  The net decrease in loans during the quarter ended March 31, is
not uncommon for the Company  given its  concentration  of  agriculture  related
loans which seasonally pay down in the late fall and winter, and increase in the
spring and summer.  From  December  31, 2000 to March 31,  2002,  the  Company's
agriculture  related loan balances ranged from 16% to 20% of the Company's total
loan  balances.  Financing  activities  were a net user of $8.7  million of cash
during  the  three  months  ended  March 31,  2002.  Deposit  balance  decreases
accounted  for $7.1 million of the  financing  use of funds.  During the quarter
ended March 31, 2002, the Company allowed higher-rate time certificate  balances
to decrease by $7.6 million, while other types of deposit increased by $500,000.
Dividends paid and the repurchase of common stock used $1.4 million and $190,000
of cash during the quarter ended March 31, 2002, respectively.

                         Item 3. MARKET RISK MANAGEMENT
There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 2001.
PART II

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

         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.

         22.1        Tri Counties Bank, a California banking corporation, is the
                     only subsidiary of Registrant.
(b)  Reports on Form 8-K:
     --------------------

During the quarter ended March 31, 2002 the Company filed the following Current
Reports on Form 8-K:

         Description                              Date of Report
         -----------------------                 ----------------
         Changes to Registrant's                  March 27, 2002
         Certifying Accountant

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   05/07/2002                                        /s/ Richard P. Smith
    --------------------                                 -----------------------
                                                         Richard P. Smith
                                                         President and Chief
                                                         Executive Officer

Date   05/07/2002                                        /s/ Thomas J. Reddish
    --------------------                                 -----------------------
                                                         Thomas J. Reddish
                                                         Vice President and CFO