<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 1998                  Commission file number 0-10661
--------------------------------                  ------------------------------

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



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

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

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




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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 12, 1998:  4,675,192

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


                                                                          March 31,           December 31,
                                                                            1998                 1997
                                                                       -----------------    -----------------
<S>                                                                     <C>                  <C>
Assets:
Cash and due from banks                                                 $        33,572      $        48,476
Federal funds sold and repurchase agreements                                      2,000               15,000
                                                                       -----------------    -----------------
     Cash and cash equivalents                                                   35,572              63,476
Securities held-to-maturity
 (approximate fair value $86,535 and $88,950)                                    86,622               90,764
Securities available-for-sale, net of
 unrealized gain of $370 and $480                                               188,026              175,753
Loans, net of allowance for loan losses of $(6,784) and $(6,459)                461,371              442,508
Premises and equipment, net                                                      18,056               18,901
Investment in real estate properties                                                449                  856
Other real estate owned                                                           1,335                2,230
Accrued interest receivable                                                       5,496                5,701
Other assets                                                                     25,495               25,976
                                                                       -----------------    -----------------

     Total assets                                                       $       822,422      $       826,165
                                                                       =================    =================

Liabilities:
Deposits
 Noninterest-bearing demand                                             $       114,739      $       122,069
 Interest-bearing demand                                                        132,833              130,958
 Savings                                                                        213,572              216,402
Time certificates                                                               267,861              254,665
                                                                       -----------------    -----------------
     Total deposits                                                             729,005              724,094
Federal funds purchased                                                               -               15,300
Repurchase agreements                                                             3,300                    -
Accrued interest payable and other liabilities                                   12,344               10,207
Long term borrowings                                                             11,436               11,440
                                                                       -----------------    -----------------

     Total liabilities                                                          756,085              761,041

Shareholders' equity:
Common stock                                                                     48,221               48,161
Retained earnings                                                                18,140               16,956
Unrealized gain(loss) on securities available-for-sale, net                         (24)                   7
                                                                       -----------------    -----------------

     Total shareholders' equity                                                  66,337               65,124
                                                                       -----------------    -----------------

     Total liabilities and shareholders' equity                         $       822,422      $       826,165
                                                                       =================    =================
</TABLE>
<PAGE>

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

                                               For the three months
                                                 ended March 31,
                                           1998                    1997
                                       --------------          -------------
Interest income:
  Interest and fees on loans            $     11,321            $    10,731
  Interest on investment
   securities-taxable                          3,630                  2,944
  Interest on investment
   securities-tax exempt                         248                     68
  Interest on federal funds sold                  66                    215
                                       --------------          -------------
     Total interest income                    15,265                 13,958
                                       --------------          -------------

Interest expense:
  Interest on deposits                         5,712                  5,209
  Interest on federal funds purchased              4                     39
  Interest on repurchase agreements               53                      -
  Interest on other borrowings                   169                    360
                                       --------------          -------------
     Total interest expense                    5,938                  5,608
                                       --------------          -------------

     Net interest income                       9,327                  8,350

Provision for loan losses                        825                    600
                                       --------------          -------------
    Net interest income after
     provision for loan losses                 8,502                  7,750

Noninterest income:
  Service charges and fees                     1,882                  1,491
  Other income                                 1,124                    606
                                       --------------          -------------
     Total noninterest income                  3,006                  2,097
                                       --------------          -------------

Noninterest expenses:
  Salaries and related expenses                4,187                  3,576
  Other, net                                   4,200                  3,716
                                       --------------          -------------
     Total noninterest expenses                8,387                  7,292
                                       --------------          -------------

Net income before income taxes                 3,121                  2,555

  Income taxes                                 1,191                    991
                                       --------------          -------------

     Net income                                1,930                  1,564


Basic earnings per common share         $       0.41            $      0.34
                                       ==============          =============
Diluted earnings per common share       $       0.40            $      0.32
                                       ==============          =============

<PAGE>
                                TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)
<TABLE>
<CAPTION>
                                                  Common stock                              Unrealized
                                       -------------------------------                     Gain/(Loss)
                                           Number                          Retained       on Securities,
                                          of shares          Amount        earnings            Net               Total
                                       ---------------   -------------   -------------   -----------------    ------------
<S>                                    <C>               <C>              <C>            <C>                  <C>
Balance,
 December 31, 1997                          4,662,649        $ 48,161        $ 16,956     $             7        $ 65,124

Exercise common stock
 options                                        2,100              19                                            $     19

Common stock cash
 dividends                                                                       (746)                           $   (746)

Change in unrealized (loss)
 on securities                                                                                        (31)       $    (31)

Stock option amortization                                          41                                            $     41

Net income                                                                      1,930                            $  1,930
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 March 31, 1998                             4,664,749        $ 48,221        $ 18,140     $           (24)       $ 66,337
                                       ===============   =============   =============   =================    ============
</TABLE>
<PAGE>
                                           TRICO BANCSHARES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (in thousands)
<TABLE>
<CAPTION>

                                                                             For the three months
                                                                                ended March 31,
                                                                             1998             1997
                                                                        ---------------   --------------
<S>                                                                     <C>               <C>
Operating activities:
  Net income                                                                    $1,930           $1,564
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                                    825              600
      Provision for losses on other real estate owned                               38               10
      Depreciation and amortization                                                628              492
      Amortization of intangible assets                                            335              185
      Accretion of investment security discounts                                  (162)             (10)
      Deferred income taxes                                                        (36)           4,452
      Investment security (gains) losses (net)                                     (80)               -
      (Gain) loss on sale of OREO                                                  (25)             (14)
      (Gain) loss on sale of loans                                                (215)             (17)
      (Gain) loss on sale of fixed assets                                           38               (6)
      Amortization of stock options                                                 41               52
      (Increase) decrease in interest receivable                                   205             (160)
      Increase (decrease) in interest payable                                       54            1,388
      (Increase) decrease in other assets and liabilities                        2,274           (3,708)
                                                                        ---------------   --------------
        Net cash provided by operating activities                               $5,850           $4,828
                                                                        ---------------   --------------
Investing activities:
  Proceeds from maturities of securities held-to-maturity                        4,191            2,643
  Proceeds from maturities of securities available-for-sale                     53,091           15,230
  Proceeds from sales of securities available-for-sale                          15,079                -
  Purchases of securities available-for-sale                                   (80,298)        (117,036)
  Proceeds from sale of fixed asset                                                173                9
  Net (increase) decrease in loans                                             (18,049)           8,792
  Purchases of premises and equipment                                             (982)          (1,137)
  Proceeds from sale of OREO                                                       882               97
  Purchases and additions to real estate properties                                (21)             (54)
                                                                        ---------------   --------------
        Net cash used by investing activities                                  (25,934)         (91,456)
                                                                        ---------------   --------------
Financing activities:
  Net increase (decrease) in deposits                                            4,911           97,667
  Net increase (decrease) in Fed funds purchased                               (15,300)          (4,900)
  Net increase (decrease) in repurchase agreements                               3,300                -
  Payments of principal on long-term debt agreements                                (4)          (3,003)
  Cash dividends - Common                                                         (746)            (735)
  Exercise of common stock options                                                  19               33
                                                                        ---------------   --------------
        Net cash provided by financing activities                               (7,820)          89,062
                                                                        ---------------   --------------
        Increase (decrease) in cash and cash equivalents                       (27,904)           2,434
Cash and cash equivalents at beginning of year                                  63,476           52,231
                                                                        ---------------   --------------
Cash and cash equivalents at end of year                                       $35,572          $54,665
                                                                        ===============   ==============
Supplemental information
  Cash paid for taxes                                                             $280                -
  Cash paid for interest expense                                                $5,884           $4,220
</TABLE>
<PAGE>

                           Item 1. Notes to Condensed Consolidated
                                    Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months ended March 31, 1998 and 1997 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 1997.


Note B - Comprehensive Income

As of  January  1,  1998,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 130, Reporting  Comprehensive  Income, (SFAS 130). This
statement  established  standards for the reporting and display of comprehensive
income  and  its  components  in  the  financial  statements.  For  the  Company
comprehensive income includes net income reported on the statement of income and
changes in the fair value of its  available-for-sale  investments  reported as a
component of  shareholder's  equity.  The  following  table  presents net income
adjusted by the change in unrealized  gains or losses on the  available-for-sale
investments as a component of comprehensive income (in thousands).


                               Three months ended
                                    March 31,
                                    1998 1997

Net income                                         $  1,930      $  1,564
Net change in unrealized gains (losses)
  on available-for-sale investments                     (31)         (326)
                                                   ---------     ---------
Comprehensive income                               $  1,899      $  1,238
                                                   =========     =========



<PAGE>


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

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

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

Overview

The Company earned $1,930,000, a 23% increase, for the first quarter ended March
31, 1998 versus  $1,564,000 in the first quarter of 1997.  Diluted  earnings per
share were $0.40 versus $0.32.

Factors  contributing to the improved  operating results included growth in both
the loan and securities portfolios and higher noninterest income. Gains in these
areas were offset in part by a higher provision for loan losses and increases in
noninterest  expenses.  As the  acquisition  of deposits and  operations of nine
branches formerly owned by Wells Fargo Bank, N.A. "Wells" took place on February
21, 1997,  the 1998 first quarter  operating  results  include nearly two months
additional  operational  income and costs for those branches as compared to 1997
first quarter results. First quarter 1997 noninterest expenses included one time
acquisition costs of $273,000 or $0.03 per share.

First quarter 1998 pretax earnings increased $566,000 to $3,121,000  compared to
the first  quarter of 1997.  Net interest  income  reflected  growth of 11.7% to
$9,327,000. The interest income component was up $1,307,000 (9.4%) due to higher
quarter over quarter volume of both loans and securities. A large portion of the
increase in  securities  average  balance was due to the  investment of proceeds
from the Wells branch deposits. Average yields on both loans and securities were
up slightly in the first quarter of 1998.  Interest expense  increased  $330,000
(5.9%) which was due to increased  volume of interest bearing  liabilities.  The
average rate paid on interest bearing  liabilities  decreased 11 basis points to
3.84%.  Net  interest  margin was up slightly to 5.22% for the first  quarter of
1998 versus 5.14% in the prior year.  Given a stable  interest rate  environment
and  continuing  loan growth,  management  would  expect net interest  margin to
improve  slightly for the  remainder of 1998.  Provision for loan losses for the
first  quarter of 1998 was $825,000  which was $225,000  higher than in the same
quarter in 1997.  The  higher  provision  was made to cover  loan  growth and to
increase the allowance for loan losses.

Noninterest income reflected growth of $909,000 (43.4%) to a total of $3,006,000
for the first  quarter of 1998 over the prior year.  The service  charge and fee
income  portion  increased  $391,000 to $1,882,000 due to an increase in account
volumes and new ATM fees imposed on non-Bank  customers.  Other income increased
from  $606,000  in 1997 to  $1,124,000  in  1998.  The  sale of  mortgage  loans
originated  in the first  quarter added  $198,000  which was the largest  single
factor in the increase.  The Company also realized  gains of $80,000 on the sale
of investment securities in 1998 versus none in 1997. Commissions on the sale of
mutual funds and annuities increased $66,000 to total $458,000.

Noninterest expense increased $1,095,000 to $8,387,000 in the first quarter 1998
versus 1997. Salary and benefit expense increased $611,000 or 17.1% on a quarter
over quarter basis.  The salary  expense was higher due to increased  staff from
the  Wells  branch   acquisition,   higher   benefit  costs  and  normal  salary
progression.   Occupancy   costs   increased   $151,000  due  mostly  to  higher
depreciation  relating to  equipment  for the  acquired  branches  and  upgraded
technology.  Other  expenses  such as  communications,  telephone,  ATM charges,
courier  service  and  postage,  costs were higher as a result of the 1997 Wells
branch acquisitions.  The amortization of intangible assets related to the Wells
branches added $149,000 of expense in the first quarter of 1998.

Assets  of the  Company  totaled  $822,422,000  at March  31,  1998  which was a
decrease  of  $3,743,000  from the  December  31,  1997 total and a  $25,121,000
increase from the March 31, 1997 ending balances.

For the first quarter of 1998 the Company had an annualized  return on assets of
0.96% and a return on equity of 11.66%  versus  0.85% and 10.12% in 1997.  TriCo
Bancshares  ended the quarter  with a Tier 1 capital  ratio of 10.7% and a total
risk-based capital ratio of 12.0%.

<PAGE>
The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1998 compared with the first quarter of 1997.

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

                                           Three months
                                          ended March 31,      Percentage
                                    1998           1997          Change
                                  (in thousands, except         increase
                                    earnings per share)        (decrease)

Interest income                  $ 15,394     $  13,993           10.0%
Interest expense                    5,938         5,608            5.9%
                                ----------    ----------

Net interest income                 9,456         8,385           12.8%

Provision for loan losses             825           600           37.5%
                                ----------    ----------

Net interest income after           8,631         7,785           10.9%
  provision for loan losses

Noninterest income                  3,006         2,097           43.3%
Noninterest expenses                8,387         7,292           15.0%
                                ----------    ----------
Net income before income taxes      3,250         2,590           25.5%
Income taxes                        1,191           991           20.2%
Tax equivalent adjustment1            129            35          264.7%
                                ----------    ----------
Net income                          1,930         1,564           23.4%
                                ==========    ==========

Diluted earnings per common share    0.40          0.32           25.0%


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
and 1.52 for March 31, 1998 and 1997 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.

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

For the three months ended March 31, 1998, interest income increased  $1,401,000
or 10.0% over the same  period in 1997.  The  average  balance of total  earning
assets  was  higher by  $72,781,000  which was an 11.2%  increase.  The  average
balances of loans and securities  outstanding  increased  $21,732,000 (5.0%) and
$62,881,000   (30.8%),   respectively,   while  Federal  Funds  sold   decreased
$11,382,000  (72.6%).  The loan and securities  volume  increases  accounted for
additional interest income of $540,000 and $938,000  respectively.  The decrease
in the average balance of Federal Funds sold resulted in a reduction in interest
income of $156,000.  The average  yields on loans,  securities and Federal Funds
sold were  higher by 4, 3 and 64 basis  points respectively, adding  $79,000  to
interest  income for the  quarter.  Nevertheless,  the overall  yield on earning
assets fell 9 basis points to 8.49% as securities,  which have lower yields than
loans, made up a higher percentage of the earning assets.

For the first quarter of 1998,  interest  expense  increased by $330,000 or 5.9%
over the year earlier  period.  Average  balances of all deposit  categories and
short term  borrowings  were  $62,976,000  higher for the first  quarter of 1998
versus year earlier  balances.  Long-term debt average  balance was  $12,475,000
lower.  All of the  increase  in  interest  expense was the result of the higher
balances,  offset in part by a decrease  in the  average  rate paid on  interest
bearing liabilities by 11 basis points to 3.84%.

The combined effect of the increase in both interest income and interest expense
for the first  quarter of 1998 versus 1997 resulted in an increase of $1,071,000
or 12.8% in net interest income.  Net interest margin was up 8 basis points from
5.14% to 5.22%. Management expects the net interest margin to move higher during
the balance of 1998 to the extent the Bank is  successful  in replacing  some of
the investment portfolio with higher yielding loans.

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, 1998 versus the same period in 1997.

<PAGE>

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

                                                                    Three Months Ended
                                              March 31, 1998                                   March 31, 1997
                                              --------------                                   --------------

                                    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                         $ 453,532       $  11,321         9.98%      $ 431,800      $  10,731          9.94%
  Securities                         267,179           4,007         6.00%        204,298          3,047          5.97%
  Federal funds sold                   4,457              66         5.92%         16,289            215          5.28%
                                -------------   -------------   -----------   -------------   ------------    -----------
    Total earning assets             725,168          15,394         8.49%        652,387         13,993          8.58%
                                                -------------                                 ------------
Cash and due from bank                32,670                                       40,981
Premises and equipment                18,985                                       15,511
Other assets,net                      34,419                                       29,080
Less:  allowance
  for loan losses                     (6,621)                                      (6,018)
                                -------------                                 -------------
      Total                        $ 804,621                                     $ 731,941
                                =============                                 =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 133,610             748         2.24%      $ 106,692            604          2.26%
  Savings deposits                   217,184           1,648         3.04%        196,804          1,493          3.03%
  Time deposits                      251,803           3,316         5.27%        237,228          3,112          5.25%
Fed funds purchased                      235               4         6.81%          2,854             39          5.47%
Repurchase agreements                  3,722              53         5.70%              -              -              -
Long-term debt                        11,438             169         5.91%         23,913            360          6.02%
                                -------------   -------------   -----------   -------------   ------------    -----------
   Total interest-bearing
      liabilities                    617,992           5,938         3.84%        567,491          5,608          3.95%
                                                -------------                                 ------------
Noninterest-bearing deposits         109,581                                       92,958
Other liabilities                     10,845                                        9,669
Shareholders' equity                  66,203                                       61,823
                                -------------                                 -------------
    Total liabilities
      and shareholders' equity     $ 804,621                                    $ 731,941
                                =============                                 =============

Net interest rate spread5                                            4.65%                                        4.63%
Net interest income/net                           $    9,456                                  $   8,385
                                                =============                                ============
  interest margin6                                      5.22%                                      5.14%
                                                =============                                ============


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $627,000 in 1998 and $576,000 in 1997.
4Interest income is stated on a tax equivalent basis of 1.52 and 1.52 at March 31, 1998 and 1997
respectively.
5Net interest rate spread represents the average yield earned on interest-earning assets less the
average rate paid
 on interest-bearing liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.
</TABLE>
<PAGE>

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

                      For the three months ended March 31,
                                 1998 over 1997

                                                                       Yield/
                                          Volume         Rate4          Total
                                        ---------   -----------   -----------
Increase (decrease) in interest income:
    Loans 1,2                           $    540     $     50      $     590
    Investment securities3                   938           22            960
    Federal funds sold                      (156)           7           (149)
                                        ---------    ---------     ----------
      Total                                1,322           79          1,401
                                        ---------    ---------     ----------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     152           (8)           144
    Savings deposits                         155            -            155
    Time deposits                            191           13            204
    Federal funds purchased                  (36)           1            (35)
    Repurchase agreements                     53            -             53
    Long-term debt                          (188)          (3)          (191)
                                        ---------     --------     ----------
      Total                                  327            3            330
                                        ---------     --------     ----------
Increase (decrease) in
  net interest income                   $    995      $    76      $   1,071
                                        =========     ========     ==========


1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $627,000 in 1998 and
$576,000 in 1997.
3Interest  income is stated on a tax equivalent basis of 1.52 and 1.52 for March
31, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.

<PAGE>


Provision for Loan Losses

The Bank  provided  $825,000 for loan losses in the first quarter of 1998 versus
$600,000 in 1997.  Net  charge-offs  for all loans in the first  quarter of 1998
totaled  $500,000  versus  $831,000  in the  year  earlier  period.  The  higher
provision  for 1998 was made to cover loan  growth and to  increase  the overall
coverage to  nonperforming  loans. In the first quarter of 1998, net charge offs
of credit cards totaled $262,000 versus $233,000 in the year earlier period.  As
of May 1, 1998,  the Bank sold its credit card portfolio and is no longer liable
for charge offs in that portfolio.  For all of 1997, net credit card charge offs
totaled  $958,000  which  was  36.3% of the  total  charge  offs  for the  year.
Management  anticipates the level of the monthly  provision should decrease as a
result of the sale of the credit card portfolio.

Noninterest Income

Total  noninterest  income for the first quarter of 1998  increased  $909,000 or
43.4% from the same period in 1997. Service charges and fees on deposit accounts
increased 26.2% to $1,882,000 in the first quarter versus year ago results. This
change is due to  increases  in account  volumes  mainly as a result of the nine
branch  acquisition in 1997 and newly  implemented  ATM fees imposed on non-bank
customers.  Other  income was up from  $606,000 in 1997 to  $1,124,000  in 1998.
Gains  on  sales  of  securities   contributed  $80,000.  Real  estate  mortgage
production  increased  substantially  from the prior year with the  result  that
gains on sale of those loans  amounted to $215,000  versus  $17,000 in the first
quarter of 1997. Nonrecurring miscellaneous income was $126,000 higher in 1998.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  These  expenses  increased  $1,095,000 or 15.0% in the
first  quarter of 1998 versus the same period last year.  One time direct  costs
related to the conversion of the nine Wells branches totaled $273,000 in 1997.

Salary and benefit expense increased $611,000 or 17.1% on a quarter over quarter
basis.  The salary expense was higher due to increased staff from the 1997 Wells
branch  acquisition,   higher  benefit  costs  and  normal  salary  progression.
Occupancy costs increased $151,000 mostly due to higher depreciation relating to
equipment for the acquired branches and upgraded technology. Other expenses such
as computer communications,  telephone, ATM charges, courier service and postage
were higher as a result of the branch  acquisition.  Amortization  of intangible
assets  related to the Wells  branches  added  $149,000  of expense in the first
quarter of 1998.

Provision for Income Taxes

The  effective  tax rate for the three  months ended March 31, 1998 is 38.2% and
reflects a decrease from 38.8% in the year earlier  period.  The decrease in tax
rate is the result of higher nontaxable  earnings from municipal bonds. The Bank
has been  increasing its holdings of tax-exempt  municipal bonds so the tax rate
should continue to be somewhat lower during 1998.

Loans

In the first quarter of 1998, loan balances  increased  $19,188,000 or 4.3% from
the year end balances.  Both  commercial and real estate loans  increased  while
there was a slight  decrease in consumer  loans. At March 31, 1998 loans totaled
$468,155,000  which was a  $38,540,000  (9.0%)  increase  from the year  earlier
totals.  Subsequent  to March 31, 1998 the Bank sold its credit  card  portfolio
which at March  31,  1998 had  outstanding  balances  of  $14,423,000.  The Bank
expects to record a net gain of  approximately  $725,000  related to the sale in
the second quarter of 1998.

Securities

At March 31, 1998,  securities  held-to-maturity had a cost basis of $86,622,000
and  an  approximate  fair  value  of  $86,535,000.   This  portfolio  contained
mortgage-backed  securities  totaling  $64,244,000  of  which  $25,320,000  were
collateralized  mortgage obligations (CMO's). The securities  available-for-sale
portfolio  had  a  fair  value  of   $188,026,000   and  an  amortized  cost  of
$187,656,000.  This  portfolio  contained  mortgage-backed  securities  with  an
amortized cost of $58,177,000 of which $19,915,000 were CMO's.

<PAGE>


Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 18.7%
to $6,081,000 in the first three months of 1998. Non performing assets represent
only 0.74% of total assets. Both nonaccrual loans and OREO decreased during this
period.  All nonaccrual loans are considered to be impaired when determining the
valuation  allowance  under  SFAS  114.  The  collections  department  personnel
continue to make a concerted effort to work problem and potential  problem loans
to reduce risk of loss.


                                                March 31,    December 31,
                                                  1998          1997

Nonaccrual loans                               $  4,529      $   4,721
Accruing loans past due 90 days or more             217            528
Restructured loans (in compliance with
  modified terms)                                     0              0
                                               ---------     ----------

     Total nonperforming loans                    4,746          5,249

Other real estate owned                           1,335          2,230
                                               ---------     ----------

     Total nonperforming assets                $  6,081      $   7,479
                                               =========     ==========

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

Nonperforming loans to total loans                 1.01%          1.17%
Allowance for loan losses to
  nonperforming loans                               143%           123%
Nonperforming assets to total assets               0.74%          0.91%
Allowance for loan losses to
  nonperforming assets                              112%            86%


<PAGE>


Allowance for Loan Loss

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

                                            March 31,           March 31,
                                              1998                1997
                                 (in thousands)

Balance, beginning of period             $       6,459      $       6,097
Provision charged to operations                    825                600
Loans charged off                                 (556)              (861)
Recoveries of loans previously
  charged off                                       56                 30
                                        ===============    ===============
Balance, end of period                   $       6,784      $       5,866
                                        ===============    ===============

Ending loan portfolio                    $     468,155      $     429,615
                                        ===============    ===============
Allowance to loans as a
  percentage of ending loan portfolio             1.45%              1.37%
                                        ===============    ===============


Equity

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

<TABLE>
<CAPTION>
                                                                                     To Be Well
                                                                                  Capitalized Under
                                                                For Capital       Prompt Corrective
                                         Actual            Adequacy Purposes     Action Provisions
                                     Amount     Ratio        Amount     Ratio      Amount   Ratio

<S>                                  <C>       <C>          <C>       <C>        <C>       <C>
As of  March 31, 1998:
Total Capital
    to Risk Weighted Assets          $64,528   11.96%       =>$43,146 =>8.0%     =>$53,933 =>10.0%
Tier I Capital
    to Risk Weighted Assets          $57,794   10.72%       =>$21,573 =>4.0%     =>$32,360 => 6.0%
</TABLE>


                         Item 3. MARKET RISK MANAGEMENT

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


<PAGE>


                                     PART II


Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

         4.2         Certificate  of  Determination  of  Preferences of Series B
                     Preferred  Stock,  filed  as  Appendix  A  to  Registrant's
                     Registration Statement on Form S-1 (No. 33-22738), is
                     incorporated herein by reference.

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

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

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

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

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

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

         10.11       Lease  for  Purchasing  and  Printing  Department  premises
                     entered into as of February 1, 1990, by and between  Dennis
                     M.  Casagrande  as lessor and Tri Counties  Bank as lessee,
                     filed as Exhibit 10.11 to Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1991, is incorporated
                     herein by reference.

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

         11.1        Computation of earnings per share.

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


(b)  Reports on Form 8-K:

         None


<PAGE>


                                   SIGNATURES



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


                                TRICO BANCSHARES



Date       May 12, 1998                             /s/ Robert H. Steveson
      --------------------                          --------------------------
                                                        Robert H. Steveson
                                  President and
                                                        Chief Executive Officer


Date       May 12, 1998                             /s/ Robert M. Stanberry
      --------------------                          --------------------------
                                                        Robert M. Stanberry
                                                        Vice President and
                                                        Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q", "secsgml_size_bytes": 53379}]
{"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": "98617672"}, "business-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "9168980300"}, "mail-address": {"street1": "TRI COUNTIES BANK ADMINISTRATION", "street2": "40 PHILADELPHIA DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

For Quarter Ended March 31, 1998                  Commission file number 0-10661
--------------------------------                  ------------------------------

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of May 12, 1998:  4,675,192
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)
March 31,           December 31,
                                                                            1998                 1997
                                                                       -----------------    -----------------
Assets:
Cash and due from banks                                                 $        33,572      $        48,476
Federal funds sold and repurchase agreements                                      2,000               15,000
                                                                       -----------------    -----------------
     Cash and cash equivalents                                                   35,572              63,476
Securities held-to-maturity
 (approximate fair value $86,535 and $88,950)                                    86,622               90,764
Securities available-for-sale, net of
 unrealized gain of $370 and $480                                               188,026              175,753
Loans, net of allowance for loan losses of $(6,784) and $(6,459)                461,371              442,508
Premises and equipment, net                                                      18,056               18,901
Investment in real estate properties                                                449                  856
Other real estate owned                                                           1,335                2,230
Accrued interest receivable                                                       5,496                5,701
Other assets                                                                     25,495               25,976
                                                                       -----------------    -----------------

     Total assets                                                       $       822,422      $       826,165
                                                                       =================    =================

Liabilities:
Deposits
 Noninterest-bearing demand                                             $       114,739      $       122,069
 Interest-bearing demand                                                        132,833              130,958
 Savings                                                                        213,572              216,402
Time certificates                                                               267,861              254,665
                                                                       -----------------    -----------------
     Total deposits                                                             729,005              724,094
Federal funds purchased                                                               -               15,300
Repurchase agreements                                                             3,300                    -
Accrued interest payable and other liabilities                                   12,344               10,207
Long term borrowings                                                             11,436               11,440
                                                                       -----------------    -----------------

     Total liabilities                                                          756,085              761,041

Shareholders' equity:
Common stock                                                                     48,221               48,161
Retained earnings                                                                18,140               16,956
Unrealized gain(loss) on securities available-for-sale, net                         (24)                   7
                                                                       -----------------    -----------------

     Total shareholders' equity                                                  66,337               65,124
                                                                       -----------------    -----------------

     Total liabilities and shareholders' equity                         $       822,422      $       826,165
                                                                       =================    =================
TRICO BANCSHARES
                          CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                          (unaudited)
                        (in thousands except earnings per common share)

                                               For the three months
                                                 ended March 31,
                                           1998                    1997
                                       --------------          -------------
Interest income:
  Interest and fees on loans            $     11,321            $    10,731
  Interest on investment
   securities-taxable                          3,630                  2,944
  Interest on investment
   securities-tax exempt                         248                     68
  Interest on federal funds sold                  66                    215
                                       --------------          -------------
     Total interest income                    15,265                 13,958
                                       --------------          -------------

Interest expense:
  Interest on deposits                         5,712                  5,209
  Interest on federal funds purchased              4                     39
  Interest on repurchase agreements               53                      -
  Interest on other borrowings                   169                    360
                                       --------------          -------------
     Total interest expense                    5,938                  5,608
                                       --------------          -------------

     Net interest income                       9,327                  8,350

Provision for loan losses                        825                    600
                                       --------------          -------------
    Net interest income after
     provision for loan losses                 8,502                  7,750

Noninterest income:
  Service charges and fees                     1,882                  1,491
  Other income                                 1,124                    606
                                       --------------          -------------
     Total noninterest income                  3,006                  2,097
                                       --------------          -------------

Noninterest expenses:
  Salaries and related expenses                4,187                  3,576
  Other, net                                   4,200                  3,716
                                       --------------          -------------
     Total noninterest expenses                8,387                  7,292
                                       --------------          -------------

Net income before income taxes                 3,121                  2,555

  Income taxes                                 1,191                    991
                                       --------------          -------------

     Net income                                1,930                  1,564

Basic earnings per common share         $       0.41            $      0.34
                                       ==============          =============
Diluted earnings per common share       $       0.40            $      0.32
                                       ==============          =============
TRICO BANCSHARES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)
                     (in thousands, except number of shares)
Common stock                              Unrealized
                                       -------------------------------                     Gain/(Loss)
                                           Number                          Retained       on Securities,
                                          of shares          Amount        earnings            Net               Total
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 December 31, 1997                          4,662,649        $ 48,161        $ 16,956     $             7        $ 65,124

Exercise common stock
 options                                        2,100              19                                            $     19

Common stock cash
 dividends                                                                       (746)                           $   (746)

Change in unrealized (loss)
 on securities                                                                                        (31)       $    (31)

Stock option amortization                                          41                                            $     41

Net income                                                                      1,930                            $  1,930
                                       ---------------   -------------   -------------   -----------------    ------------
Balance,
 March 31, 1998                             4,664,749        $ 48,221        $ 18,140     $           (24)       $ 66,337
                                       ===============   =============   =============   =================    ============
TRICO BANCSHARES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (in thousands)
For the three months
                                                                                ended March 31,
                                                                             1998             1997
                                                                        ---------------   --------------
Operating activities:
  Net income                                                                    $1,930           $1,564
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                                    825              600
      Provision for losses on other real estate owned                               38               10
      Depreciation and amortization                                                628              492
      Amortization of intangible assets                                            335              185
      Accretion of investment security discounts                                  (162)             (10)
      Deferred income taxes                                                        (36)           4,452
      Investment security (gains) losses (net)                                     (80)               -
      (Gain) loss on sale of OREO                                                  (25)             (14)
      (Gain) loss on sale of loans                                                (215)             (17)
      (Gain) loss on sale of fixed assets                                           38               (6)
      Amortization of stock options                                                 41               52
      (Increase) decrease in interest receivable                                   205             (160)
      Increase (decrease) in interest payable                                       54            1,388
      (Increase) decrease in other assets and liabilities                        2,274           (3,708)
                                                                        ---------------   --------------
        Net cash provided by operating activities                               $5,850           $4,828
                                                                        ---------------   --------------
Investing activities:
  Proceeds from maturities of securities held-to-maturity                        4,191            2,643
  Proceeds from maturities of securities available-for-sale                     53,091           15,230
  Proceeds from sales of securities available-for-sale                          15,079                -
  Purchases of securities available-for-sale                                   (80,298)        (117,036)
  Proceeds from sale of fixed asset                                                173                9
  Net (increase) decrease in loans                                             (18,049)           8,792
  Purchases of premises and equipment                                             (982)          (1,137)
  Proceeds from sale of OREO                                                       882               97
  Purchases and additions to real estate properties                                (21)             (54)
                                                                        ---------------   --------------
        Net cash used by investing activities                                  (25,934)         (91,456)
                                                                        ---------------   --------------
Financing activities:
  Net increase (decrease) in deposits                                            4,911           97,667
  Net increase (decrease) in Fed funds purchased                               (15,300)          (4,900)
  Net increase (decrease) in repurchase agreements                               3,300                -
  Payments of principal on long-term debt agreements                                (4)          (3,003)
  Cash dividends - Common                                                         (746)            (735)
  Exercise of common stock options                                                  19               33
                                                                        ---------------   --------------
        Net cash provided by financing activities                               (7,820)          89,062
                                                                        ---------------   --------------
        Increase (decrease) in cash and cash equivalents                       (27,904)           2,434
Cash and cash equivalents at beginning of year                                  63,476           52,231
                                                                        ---------------   --------------
Cash and cash equivalents at end of year                                       $35,572          $54,665
                                                                        ===============   ==============
Supplemental information
  Cash paid for taxes                                                             $280                -
  Cash paid for interest expense                                                $5,884           $4,220
Item 1. Notes to Condensed Consolidated
                                    Financial Statements

Note A - Basis of Presentation

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

The interim  results for the three  months ended March 31, 1998 and 1997 are not
necessarily  indicative of results for the full year. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
the notes  included in the Company's  Annual Report for the year ended  December
31, 1997.

Note B - Comprehensive Income

As of  January  1,  1998,  the  Company  adopted  FASB  Statement  of  Financial
Accounting  Standards No 130, Reporting  Comprehensive  Income, (SFAS 130). This
statement  established  standards for the reporting and display of comprehensive
income  and  its  components  in  the  financial  statements.  For  the  Company
comprehensive income includes net income reported on the statement of income and
changes in the fair value of its  available-for-sale  investments  reported as a
component of  shareholder's  equity.  The  following  table  presents net income
adjusted by the change in unrealized  gains or losses on the  available-for-sale
investments as a component of comprehensive income (in thousands).

                               Three months ended
                                    March 31,
                                    1998 1997

Net income                                         $  1,930      $  1,564
Net change in unrealized gains (losses)
  on available-for-sale investments                     (31)         (326)
                                                   ---------     ---------
Comprehensive income                               $  1,899      $  1,238
                                                   =========     =========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

Overview

The Company earned $1,930,000, a 23% increase, for the first quarter ended March
31, 1998 versus  $1,564,000 in the first quarter of 1997.  Diluted  earnings per
share were $0.40 versus $0.32.

Factors  contributing to the improved  operating results included growth in both
the loan and securities portfolios and higher noninterest income. Gains in these
areas were offset in part by a higher provision for loan losses and increases in
noninterest  expenses.  As the  acquisition  of deposits and  operations of nine
branches formerly owned by Wells Fargo Bank, N.A. "Wells" took place on February
21, 1997,  the 1998 first quarter  operating  results  include nearly two months
additional  operational  income and costs for those branches as compared to 1997
first quarter results. First quarter 1997 noninterest expenses included one time
acquisition costs of $273,000 or $0.03 per share.

First quarter 1998 pretax earnings increased $566,000 to $3,121,000  compared to
the first  quarter of 1997.  Net interest  income  reflected  growth of 11.7% to
$9,327,000. The interest income component was up $1,307,000 (9.4%) due to higher
quarter over quarter volume of both loans and securities. A large portion of the
increase in  securities  average  balance was due to the  investment of proceeds
from the Wells branch deposits. Average yields on both loans and securities were
up slightly in the first quarter of 1998.  Interest expense  increased  $330,000
(5.9%) which was due to increased  volume of interest bearing  liabilities.  The
average rate paid on interest bearing  liabilities  decreased 11 basis points to
3.84%.  Net  interest  margin was up slightly to 5.22% for the first  quarter of
1998 versus 5.14% in the prior year.  Given a stable  interest rate  environment
and  continuing  loan growth,  management  would  expect net interest  margin to
improve  slightly for the  remainder of 1998.  Provision for loan losses for the
first  quarter of 1998 was $825,000  which was $225,000  higher than in the same
quarter in 1997.  The  higher  provision  was made to cover  loan  growth and to
increase the allowance for loan losses.

Noninterest income reflected growth of $909,000 (43.4%) to a total of $3,006,000
for the first  quarter of 1998 over the prior year.  The service  charge and fee
income  portion  increased  $391,000 to $1,882,000 due to an increase in account
volumes and new ATM fees imposed on non-Bank  customers.  Other income increased
from  $606,000  in 1997 to  $1,124,000  in  1998.  The  sale of  mortgage  loans
originated  in the first  quarter added  $198,000  which was the largest  single
factor in the increase.  The Company also realized  gains of $80,000 on the sale
of investment securities in 1998 versus none in 1997. Commissions on the sale of
mutual funds and annuities increased $66,000 to total $458,000.

Noninterest expense increased $1,095,000 to $8,387,000 in the first quarter 1998
versus 1997. Salary and benefit expense increased $611,000 or 17.1% on a quarter
over quarter basis.  The salary  expense was higher due to increased  staff from
the  Wells  branch   acquisition,   higher   benefit  costs  and  normal  salary
progression.   Occupancy   costs   increased   $151,000  due  mostly  to  higher
depreciation  relating to  equipment  for the  acquired  branches  and  upgraded
technology.  Other  expenses  such as  communications,  telephone,  ATM charges,
courier  service  and  postage,  costs were higher as a result of the 1997 Wells
branch acquisitions.  The amortization of intangible assets related to the Wells
branches added $149,000 of expense in the first quarter of 1998.

Assets  of the  Company  totaled  $822,422,000  at March  31,  1998  which was a
decrease  of  $3,743,000  from the  December  31,  1997 total and a  $25,121,000
increase from the March 31, 1997 ending balances.

For the first quarter of 1998 the Company had an annualized  return on assets of
0.96% and a return on equity of 11.66%  versus  0.85% and 10.12% in 1997.  TriCo
Bancshares  ended the quarter  with a Tier 1 capital  ratio of 10.7% and a total
risk-based capital ratio of 12.0%.
The  following  table  provides  a summary of the major  elements  of income and
expense for the first quarter of 1998 compared with the first quarter of 1997.

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

                                           Three months
                                          ended March 31,      Percentage
                                    1998           1997          Change
                                  (in thousands, except         increase
                                    earnings per share)        (decrease)

Interest income                  $ 15,394     $  13,993           10.0%
Interest expense                    5,938         5,608            5.9%
                                ----------    ----------

Net interest income                 9,456         8,385           12.8%

Provision for loan losses             825           600           37.5%
                                ----------    ----------

Net interest income after           8,631         7,785           10.9%
  provision for loan losses

Noninterest income                  3,006         2,097           43.3%
Noninterest expenses                8,387         7,292           15.0%
                                ----------    ----------
Net income before income taxes      3,250         2,590           25.5%
Income taxes                        1,191           991           20.2%
Tax equivalent adjustment1            129            35          264.7%
                                ----------    ----------
Net income                          1,930         1,564           23.4%
                                ==========    ==========

Diluted earnings per common share    0.40          0.32           25.0%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
and 1.52 for March 31, 1998 and 1997 respectively.
Net Interest Income / Net Interest Margin

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

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

For the three months ended March 31, 1998, interest income increased  $1,401,000
or 10.0% over the same  period in 1997.  The  average  balance of total  earning
assets  was  higher by  $72,781,000  which was an 11.2%  increase.  The  average
balances of loans and securities  outstanding  increased  $21,732,000 (5.0%) and
$62,881,000   (30.8%),   respectively,   while  Federal  Funds  sold   decreased
$11,382,000  (72.6%).  The loan and securities  volume  increases  accounted for
additional interest income of $540,000 and $938,000  respectively.  The decrease
in the average balance of Federal Funds sold resulted in a reduction in interest
income of $156,000.  The average  yields on loans,  securities and Federal Funds
sold were  higher by 4, 3 and 64 basis  points respectively, adding  $79,000  to
interest  income for the  quarter.  Nevertheless,  the overall  yield on earning
assets fell 9 basis points to 8.49% as securities,  which have lower yields than
loans, made up a higher percentage of the earning assets.

For the first quarter of 1998,  interest  expense  increased by $330,000 or 5.9%
over the year earlier  period.  Average  balances of all deposit  categories and
short term  borrowings  were  $62,976,000  higher for the first  quarter of 1998
versus year earlier  balances.  Long-term debt average  balance was  $12,475,000
lower.  All of the  increase  in  interest  expense was the result of the higher
balances,  offset in part by a decrease  in the  average  rate paid on  interest
bearing liabilities by 11 basis points to 3.84%.

The combined effect of the increase in both interest income and interest expense
for the first  quarter of 1998 versus 1997 resulted in an increase of $1,071,000
or 12.8% in net interest income.  Net interest margin was up 8 basis points from
5.14% to 5.22%. Management expects the net interest margin to move higher during
the balance of 1998 to the extent the Bank is  successful  in replacing  some of
the investment portfolio with higher yielding loans.

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, 1998 versus the same period in 1997.
TRICO BANCSHARES
                       ANALYSIS OF CHANGE IN NET INTEREST
                            MARGIN ON EARNING ASSETS
                                 (in thousands)
Three Months Ended
                                              March 31, 1998                                   March 31, 1997
                                              --------------                                   --------------

                                    Average         Income/         Yield/        Average        Income/         Yield/
                                    Balance1        Expense         Rate          Balance1       Expense         Rate
Assets
Earning assets
  Loan 2,3                         $ 453,532       $  11,321         9.98%      $ 431,800      $  10,731          9.94%
  Securities                         267,179           4,007         6.00%        204,298          3,047          5.97%
  Federal funds sold                   4,457              66         5.92%         16,289            215          5.28%
                                -------------   -------------   -----------   -------------   ------------    -----------
    Total earning assets             725,168          15,394         8.49%        652,387         13,993          8.58%
                                                -------------                                 ------------
Cash and due from bank                32,670                                       40,981
Premises and equipment                18,985                                       15,511
Other assets,net                      34,419                                       29,080
Less:  allowance
  for loan losses                     (6,621)                                      (6,018)
                                -------------                                 -------------
      Total                        $ 804,621                                     $ 731,941
                                =============                                 =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 133,610             748         2.24%      $ 106,692            604          2.26%
  Savings deposits                   217,184           1,648         3.04%        196,804          1,493          3.03%
  Time deposits                      251,803           3,316         5.27%        237,228          3,112          5.25%
Fed funds purchased                      235               4         6.81%          2,854             39          5.47%
Repurchase agreements                  3,722              53         5.70%              -              -              -
Long-term debt                        11,438             169         5.91%         23,913            360          6.02%
                                -------------   -------------   -----------   -------------   ------------    -----------
   Total interest-bearing
      liabilities                    617,992           5,938         3.84%        567,491          5,608          3.95%
                                                -------------                                 ------------
Noninterest-bearing deposits         109,581                                       92,958
Other liabilities                     10,845                                        9,669
Shareholders' equity                  66,203                                       61,823
                                -------------                                 -------------
    Total liabilities
      and shareholders' equity     $ 804,621                                    $ 731,941
                                =============                                 =============

Net interest rate spread5                                            4.65%                                        4.63%
Net interest income/net                           $    9,456                                  $   8,385
                                                =============                                ============
  interest margin6                                      5.22%                                      5.14%
                                                =============                                ============

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest income on loans includes fees on loans of $627,000 in 1998 and $576,000 in 1997.
4Interest income is stated on a tax equivalent basis of 1.52 and 1.52 at March 31, 1998 and 1997
respectively.
5Net interest rate spread represents the average yield earned on interest-earning assets less the
average rate paid
 on interest-bearing liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                  (in thousand)

                      For the three months ended March 31,
                                 1998 over 1997

                                                                       Yield/
                                          Volume         Rate4          Total
                                        ---------   -----------   -----------
Increase (decrease) in interest income:
    Loans 1,2                           $    540     $     50      $     590
    Investment securities3                   938           22            960
    Federal funds sold                      (156)           7           (149)
                                        ---------    ---------     ----------
      Total                                1,322           79          1,401
                                        ---------    ---------     ----------

Increase (decrease) in interest expense:
    Demand deposits
      (interest-bearing)                     152           (8)           144
    Savings deposits                         155            -            155
    Time deposits                            191           13            204
    Federal funds purchased                  (36)           1            (35)
    Repurchase agreements                     53            -             53
    Long-term debt                          (188)          (3)          (191)
                                        ---------     --------     ----------
      Total                                  327            3            330
                                        ---------     --------     ----------
Increase (decrease) in
  net interest income                   $    995      $    76      $   1,071
                                        =========     ========     ==========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $627,000 in 1998 and
$576,000 in 1997.
3Interest  income is stated on a tax equivalent basis of 1.52 and 1.52 for March
31, 1998 and 1997 respectively.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank  provided  $825,000 for loan losses in the first quarter of 1998 versus
$600,000 in 1997.  Net  charge-offs  for all loans in the first  quarter of 1998
totaled  $500,000  versus  $831,000  in the  year  earlier  period.  The  higher
provision  for 1998 was made to cover loan  growth and to  increase  the overall
coverage to  nonperforming  loans. In the first quarter of 1998, net charge offs
of credit cards totaled $262,000 versus $233,000 in the year earlier period.  As
of May 1, 1998,  the Bank sold its credit card portfolio and is no longer liable
for charge offs in that portfolio.  For all of 1997, net credit card charge offs
totaled  $958,000  which  was  36.3% of the  total  charge  offs  for the  year.
Management  anticipates the level of the monthly  provision should decrease as a
result of the sale of the credit card portfolio.

Noninterest Income

Total  noninterest  income for the first quarter of 1998  increased  $909,000 or
43.4% from the same period in 1997. Service charges and fees on deposit accounts
increased 26.2% to $1,882,000 in the first quarter versus year ago results. This
change is due to  increases  in account  volumes  mainly as a result of the nine
branch  acquisition in 1997 and newly  implemented  ATM fees imposed on non-bank
customers.  Other  income was up from  $606,000 in 1997 to  $1,124,000  in 1998.
Gains  on  sales  of  securities   contributed  $80,000.  Real  estate  mortgage
production  increased  substantially  from the prior year with the  result  that
gains on sale of those loans  amounted to $215,000  versus  $17,000 in the first
quarter of 1997. Nonrecurring miscellaneous income was $126,000 higher in 1998.

Noninterest Expense

Noninterest  expense is comprised  of operating  expenses of the Company and the
Bank,  plus the total  noninterest  (income)  expenses of the Bank's real estate
development  subsidiary.  These  expenses  increased  $1,095,000 or 15.0% in the
first  quarter of 1998 versus the same period last year.  One time direct  costs
related to the conversion of the nine Wells branches totaled $273,000 in 1997.

Salary and benefit expense increased $611,000 or 17.1% on a quarter over quarter
basis.  The salary expense was higher due to increased staff from the 1997 Wells
branch  acquisition,   higher  benefit  costs  and  normal  salary  progression.
Occupancy costs increased $151,000 mostly due to higher depreciation relating to
equipment for the acquired branches and upgraded technology. Other expenses such
as computer communications,  telephone, ATM charges, courier service and postage
were higher as a result of the branch  acquisition.  Amortization  of intangible
assets  related to the Wells  branches  added  $149,000  of expense in the first
quarter of 1998.

Provision for Income Taxes

The  effective  tax rate for the three  months ended March 31, 1998 is 38.2% and
reflects a decrease from 38.8% in the year earlier  period.  The decrease in tax
rate is the result of higher nontaxable  earnings from municipal bonds. The Bank
has been  increasing its holdings of tax-exempt  municipal bonds so the tax rate
should continue to be somewhat lower during 1998.

Loans

In the first quarter of 1998, loan balances  increased  $19,188,000 or 4.3% from
the year end balances.  Both  commercial and real estate loans  increased  while
there was a slight  decrease in consumer  loans. At March 31, 1998 loans totaled
$468,155,000  which was a  $38,540,000  (9.0%)  increase  from the year  earlier
totals.  Subsequent  to March 31, 1998 the Bank sold its credit  card  portfolio
which at March  31,  1998 had  outstanding  balances  of  $14,423,000.  The Bank
expects to record a net gain of  approximately  $725,000  related to the sale in
the second quarter of 1998.

Securities

At March 31, 1998,  securities  held-to-maturity had a cost basis of $86,622,000
and  an  approximate  fair  value  of  $86,535,000.   This  portfolio  contained
mortgage-backed  securities  totaling  $64,244,000  of  which  $25,320,000  were
collateralized  mortgage obligations (CMO's). The securities  available-for-sale
portfolio  had  a  fair  value  of   $188,026,000   and  an  amortized  cost  of
$187,656,000.  This  portfolio  contained  mortgage-backed  securities  with  an
amortized cost of $58,177,000 of which $19,915,000 were CMO's.
Nonperforming Loans

As shown in the following table, total nonperforming assets have decreased 18.7%
to $6,081,000 in the first three months of 1998. Non performing assets represent
only 0.74% of total assets. Both nonaccrual loans and OREO decreased during this
period.  All nonaccrual loans are considered to be impaired when determining the
valuation  allowance  under  SFAS  114.  The  collections  department  personnel
continue to make a concerted effort to work problem and potential  problem loans
to reduce risk of loss.

                                                March 31,    December 31,
                                                  1998          1997

Nonaccrual loans                               $  4,529      $   4,721
Accruing loans past due 90 days or more             217            528
Restructured loans (in compliance with
  modified terms)                                     0              0
                                               ---------     ----------

     Total nonperforming loans                    4,746          5,249

Other real estate owned                           1,335          2,230
                                               ---------     ----------

     Total nonperforming assets                $  6,081      $   7,479
                                               =========     ==========

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

Nonperforming loans to total loans                 1.01%          1.17%
Allowance for loan losses to
  nonperforming loans                               143%           123%
Nonperforming assets to total assets               0.74%          0.91%
Allowance for loan losses to
  nonperforming assets                              112%            86%
Allowance for Loan Loss

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

                                            March 31,           March 31,
                                              1998                1997
                                 (in thousands)

Balance, beginning of period             $       6,459      $       6,097
Provision charged to operations                    825                600
Loans charged off                                 (556)              (861)
Recoveries of loans previously
  charged off                                       56                 30
                                        ===============    ===============
Balance, end of period                   $       6,784      $       5,866
                                        ===============    ===============

Ending loan portfolio                    $     468,155      $     429,615
                                        ===============    ===============
Allowance to loans as a
  percentage of ending loan portfolio             1.45%              1.37%
                                        ===============    ===============

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, 1998:
Total Capital
    to Risk Weighted Assets          $64,528   11.96%       =>$43,146 =>8.0%     =>$53,933 =>10.0%
Tier I Capital
    to Risk Weighted Assets          $57,794   10.72%       =>$21,573 =>4.0%     =>$32,360 => 6.0%
Item 3. MARKET RISK MANAGEMENT

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

Other Information

 (a)  Item 6.     Exhibits Filed Herewith

Exhibit No.                                           Exhibits

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

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

         4.2         Certificate  of  Determination  of  Preferences of Series B
                     Preferred  Stock,  filed  as  Appendix  A  to  Registrant's
                     Registration Statement on Form S-1 (No. 33-22738), is
                     incorporated herein by reference.

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

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

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

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

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

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

         10.11       Lease  for  Purchasing  and  Printing  Department  premises
                     entered into as of February 1, 1990, by and between  Dennis
                     M.  Casagrande  as lessor and Tri Counties  Bank as lessee,
                     filed as Exhibit 10.11 to Registrant's  Report on Form 10-K
                     filed for the year ended December 31, 1991, is incorporated
                     herein by reference.

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

         11.1        Computation of earnings per share.

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

(b)  Reports on Form 8-K:

         None
SIGNATURES

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

                                TRICO BANCSHARES

Date       May 12, 1998                             /s/ Robert H. Steveson
      --------------------                          --------------------------
                                                        Robert H. Steveson
                                  President and
                                                        Chief Executive Officer

Date       May 12, 1998                             /s/ Robert M. Stanberry
      --------------------                          --------------------------
                                                        Robert M. Stanberry
                                                        Vice President and
                                                        Chief Financial Officer