<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 September 30, 2000              Commission file number 0-10661
------------------------------------              ------------------------------

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


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

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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 7, 2000:  7,211,226





<PAGE>
<TABLE>
<CAPTION>



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

                                                                                   September 30,            December 31,
                                                                                -------------------     ------------------
<S>                                                                                    <C>                     <C>
                                                                                       2000                    1999
Assets:
Cash and due from banks                                                                   $ 43,948               $ 51,236
Federal funds sold                                                                           6,400                  8,400
                                                                                ------------------     ------------------
   Cash and cash equivalents                                                                50,348                 59,636
Interest-bearing deposits in banks                                                             800                    800
Securities available-for-sale                                                              214,063                231,708
Loans, net of allowance for loan losses
   of $11,218 and $11,037, respectively                                                    639,589                576,942
Premises and equipment, net                                                                 17,218                 16,043
Other real estate owned                                                                        781                    760
Accrued interest receivable                                                                  6,361                  6,076
Other assets                                                                                32,821                 32,831
                                                                                ------------------     ------------------
     Total assets                                                                        $ 961,981              $ 924,796
                                                                                ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                              $ 152,522              $ 155,937
 Interest-bearing demand                                                                   150,019                143,923
 Savings                                                                                   216,641                222,615
 Time certificates                                                                         289,428                271,635
                                                                                ------------------     ------------------
     Total deposits                                                                        808,610                794,110
Fed funds purchased                                                                         13,600                      -
Accrued interest payable and other liabilities                                              13,194                 12,058
Long term borrowings                                                                        45,488                 45,505
                                                                                ------------------     ------------------
     Total liabilities                                                                     880,892                851,673

Shareholders' equity:
Common stock                                                                                50,627                 50,043
Retained earnings                                                                           34,157                 28,613
Accumulated other comprehensive income (loss)                                               (3,695)                (5,533)
                                                                                ------------------     ------------------

     Total shareholders' equity                                                             81,089                 73,123

                                                                                ------------------     ------------------
     Total liabilities and shareholders' equity                                          $ 961,981              $ 924,796
                                                                                ==================     ==================

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


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

                                         For the three months                         For the nine months
                                         ended September 30,                          ended September 30,
                                         --------------------                         -------------------
                                             2000                1999                2000               1999
                                             ----                ----                ----               ----
<S>                                          <C>                 <C>                  <C>                <C>
Interest income:
  Interest and fees on loans                  $ 16,470           $ 13,978            $ 45,918           $ 39,251
  Interest on investment
   securities-taxable                            2,841              2,979               8,867              9,492
  Interest on investment
   securities-tax exempt                           555                561               1,669              1,671
  Interest on federal funds sold                    35                 40                 278                 83
  Interest on deposits in banks                     11                  -                  34                  -
                                         --------------      -------------       -------------      -------------
     Total interest income                      19,912             17,558              56,766             50,497
                                         --------------      -------------       -------------      -------------

Interest expense:
  Interest on deposits                           6,382              5,409              18,084             15,584
  Interest on federal funds purchased              295                 56                 512                351
  Interest on repurchase agreements                 14                  2                  99                 30
  Interest on other borrowings                     950                770               2,264              1,963
                                         --------------      -------------       -------------      -------------
     Total interest expense                      7,641              6,237              20,959             17,928
                                         --------------      -------------       -------------      -------------

     Net interest income                        12,271             11,321              35,807             32,569

Provision for loan losses                        1,800                875               3,500              2,585
                                         --------------      -------------       -------------      -------------
    Net interest income after
     provision for loan losses                  10,471             10,446              32,307             29,984

Noninterest income:
  Service charges and fees                       1,870              1,792               5,563              5,279
  Other income                                   1,464              1,056               5,637              3,899
                                         --------------      -------------       -------------      -------------
     Total noninterest income                    3,334              2,848              11,200              9,178
                                         --------------      -------------       -------------      -------------

Noninterest expenses:
  Salaries and related expenses                  4,946              4,454              14,728             13,367
  Other, net                                     4,359              4,186              13,051             12,646
                                         --------------      -------------       -------------      -------------
     Total noninterest expenses                  9,305              8,640              27,779             26,013
                                         --------------      -------------       -------------      -------------

Net income before income taxes                   4,500              4,654              15,728             13,149

  Income taxes                                   1,653              1,721               5,809              4,831
                                         --------------      -------------       -------------      -------------

     Net income                                $ 2,847            $ 2,933             $ 9,919            $ 8,318
                                         ==============      =============       =============      =============

Basic earnings per common share                 $ 0.40             $ 0.41              $ 1.38             $ 1.17
                                         ==============      =============       =============      =============
Diluted earnings per common share               $ 0.39             $ 0.40              $ 1.35             $ 1.14
                                         ==============      =============       =============      =============

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


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





                                                 Common stock                       Accumulated
                                                                                       Other
                                           Number                 Retained         Comprehensive                Comprehensive
                                         of shares     Amount     earnings         Income (Loss)      Total         Income
                                         ----------   --------   -----------     -----------------   -------   ----------------
<S>                                         <C>           <C>         <C>               <C>            <C>           <C>
Balance, December 31, 1999                7,152,329     $50,043     $28,613           ($5,533)       $73,123

Exercise of Common Stock options             69,725         618                                          618

Repurchase of Common Stock                  (14,728)       (103)       (132)                            (235)

Common stock cash dividends                                          (4,243)                          (4,243)

Stock option amortization                                    69                                           69

Comprehensive income:
 Net income                                                           9,919                            9,919           $9,919
 Other comprehensive income, net of tax:
   Change in unrealized loss on securities,
    net of tax                                                                          1,838          1,838            1,838

                                                                                                               ---------------
Comprehensive income                                                                                                  $11,757
                                                                                                               ---------------
                                         -----------   ---------   ---------         ----------     ---------
Balance, September 30, 2000               7,207,326     $50,627     $34,157           ($3,695)       $81,089
                                         ===========   =========   =========         ==========     =========

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


                                       TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (in thousands)
                                                                        For the nine months
                                                                        ended September 30,
                                                                      2000                1999
<S>                                                                    <C>                <C>
Operating activities:
  Net income                                                         $ 9,919            $ 8,318
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                        3,500              2,585
      Provision for losses on other real estate owned                     25                 10
      Depreciation and amortization                                    1,875              1,954
      Amortization of intangible assets                                  724                851
      Accretion of investment security discounts                         200                461
      Deferred income taxes                                             (245)              (158)
      Investment security (gains) losses (net)                             -                (24)
      (Gain) loss on sale of OREO                                        (68)              (175)
      (Gain) loss on sale of loans                                      (385)              (692)
      (Gain) loss on sale of fixed assets                                 52                  1
      Amortization of stock options                                       69                123
      (Increase) decrease in interest receivable                        (285)              (163)
      Increase (decrease) in interest payable                            429               (352)
      (Increase) decrease in other assets and liabilities               (773)            (2,271)
                                                                -------------       ------------
         Net cash provided (used) by operating activities             15,037             10,468

Investing activities:
    Proceeds from maturities of securities available-for-sale         29,309             58,653
    Proceeds from sale of securities available-for-sale                    -             14,137
    Purchases of securities available-for-sale                        (9,023)           (31,138)
    Net (increase) decrease in loans                                 (66,654)           (69,580)
    Proceeds from sales of fixed assets                                   32                 29
    Purchases of premises and equipment                               (2,872)            (1,722)
    Proceeds from the sale of OREO                                       914              1,016
                                                                -------------       ------------
         Net cash provided (used) by investing activities            (48,294)           (28,605)

Financing activities:
    Net increase (decrease) in deposits                               14,500                932
    Net increase (decrease) in Fed funds purchased                    13,600             (3,600)
    Borrowings under long-term debt agreements                        35,000             21,000
    Payments of principal on long-term debt agreements               (35,017)            (3,414)
    Cash dividends - Common                                           (4,243)            (3,638)
    Repurchase of common stock                                          (235)               (85)
    Exercise of common stock options                                     364                504
                                                                -------------       ------------
         Net cash provided (used) by financing activities             23,969             11,699
                                                                -------------       ------------

         Increase (decrease) in cash and cash equivalents             (9,288)            (6,438)
         Cash and cash equivalents at beginning of year               59,636             50,483
                                                                -------------       ------------
         Cash and cash equivalents at end of period             $     50,348        $    44,045
                                                                =============       ============

Supplemental information:
    Cash paid for taxes                                         $      6,573        $     5,836
    Cash paid for interest expense                              $     20,530        $    18,280

</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  September 30, 2000 and 1999 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, 1999.

Note B - Comprehensive Income

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

                                         Three months ended    Nine months ended
                                            September 30,         September 30,
                                            2000      1999      2000      1999
Net income                                $ 2,847   $ 2,933   $ 9,919   $ 8,318
Net change in unrealized gains
(losses) on securities available-for-sale   1,555    (1,167)    1,838    (5,542)
                                          -------   -------   -------   -------
Comprehensive income                      $ 4,402   $ 1,766   $11,757   $ 2,776
                                          =======   =======   =======   =======


<PAGE>




Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):
                                           Three Months Ended September 30, 2000
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,847     7,203,004       $0.40
Common stock options outstanding                   --       146,398
Diluted Earnings per Share
  Net income available to common shareholders  $2,847     7,349,402       $0.39
                                               ======     =========

                                           Three Months Ended September 30, 1999
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,933     7,140,427       $0.41
Common stock options outstanding                   --       189,194
Diluted Earnings per Share
  Net income available to common shareholders  $2,933     7,329,621       $0.40
                                               ======     =========

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

                                            Nine Months Ended September 30, 1999
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $8,318    7,123,585        $1.17
Common stock options outstanding                   --      189,522
Diluted Earnings per Share
  Net income available to common shareholders  $8,318    7,313,107        $1.14
                                               ======    =========

<PAGE>




Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments. As permitted under the Statement, the
results of the separate  branches have been aggregated into a single  reportable
segment, Community Banking. The Company's leasing, investment brokerage and real
estate segments do not meet the prescribed  aggregation or materiality  criteria
and therefore are reported as "Other" in the following table.

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):

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

Three Months Ended September 30, 1999
Net interest income                      $   10,338    $      107     $   10,445
Noninterest income                            2,328           520          2,848
Noninterest expense                           8,372           268          8,640
Net income                                    2,724           209          2,933
Assets                                   $  911,898    $    6,868     $  918,766

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

Nine Months Ended September 30, 1999
Net interest income                      $   29,785    $      198     $   29,983
Noninterest income                            7,388         1,790          9,178
Noninterest expense                          25,079           934         26,013
Net income                                    7,679           639          8,318
Assets                                   $  911,898    $    6,868     $  918,766


<PAGE>



Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.

Note F - Stock Repurchase Plan

On July 20, 2000, the Company  announced that its Board of Directors  approved a
plan to repurchase, as conditions warrant, up to 150,000 shares of the Company's
stock on the open market or in privately negotiated transactions.  The timing of
purchases  and the exact number of shares to be purchased  will depend on market
conditions.  The repurchase plan represents  approximately 2.1% of the Company's
then outstanding common stock and is open-ended. Through September 30, 2000, the
Company has  repurchased  5,000 shares under the  repurchase  plan at an average
price of $16.50 per share.



<PAGE>


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

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances for the Company. Except within the "overview" section,  interest income
and net interest income are presented on a tax equivalent  basis. In addition to
the historical  information  contained  herein,  this Quarterly  Report contains
certain forward-looking  statements.  The reader of this Quarterly Report should
understand  that all such  forward-looking  statements  are  subject  to various
uncertainties  and risks that could affect their outcome.  The Company's  actual
results could differ  materially  from those  suggested by such  forward-looking
statements.  Factors that could cause or contribute to such differences include,
but are not limited  to,  variances  in the actual  versus  projected  growth in
assets,  return on assets,  loan losses,  expenses,  rates  charged on loans and
earned on securities investments,  rates paid on deposits,  competition effects,
fee and other  noninterest  income earned as well as other factors.  This entire
Quarterly  Report  should  be read to put  such  forward-looking  statements  in
context and to gain a more complete understanding of the uncertainties and risks
involved in the Company's business.

Overview

The Company had quarterly earnings of $2,847,000 for the quarter ended September
30, 2000. The quarterly earnings represented a 2.9% decrease from the $2,933,000
reported for the same period of 1999.  Diluted  earnings per share for the third
quarter of 2000 were $0.39 versus $0.40 in the year earlier period. Earnings for
the nine months ended September 30, 2000 were $9,919,000 versus year ago results
of $8,318,000,  and represented a 19.2% increase. The diluted earnings per share
were $1.35 and $1.14 for the  respective  nine-month  periods.  Included  in the
results  for the nine months  ended  September  30, 2000 was a one-time  pre-tax
income item of  $1,510,000.  This one-time item  represents the initial value of
88,796 common shares of John Hancock  Financial  Services,  Inc. (JHF) which the
Bank received in the first quarter of 2000 as a consequence  of its ownership of
certain  insurance  policies through John Hancock Mutual Life Insurance  Company
and  John  Hancock's  conversion  from a  mutual  company  to a  stock  company.
Excluding  the receipt of the JHF shares,  net income for the nine months  ended
September  30, 2000 would have been  $9,030,000  and diluted  earnings per share
would have been $1.23, which would have represented 8.6% and 7.9% increases over
the same period in the prior year, respectively.

The decrease in third  quarter  operating  results was due to a $925,000  (106%)
increase in the  quarterly  provision for loan losses from $875,000 in the third
quarter of 1999 to $1,800,000 in the third quarter of 2000.  The increase in the
quarterly  provision  for loan losses was  primarily in response to a $3,000,000
loan charge-off  taken by the Company during the quarter on agriculture  related
loans to one borrower. The charge-off was taken when the Company determined that
the primary source of repayment of these  agriculture  related loans appeared to
be  insufficient  to cover the  contractual  terms of the loan. The  $10,000,000
balance  of this loan  relationship  (net of the  charge-off)  was  placed  into
non-accrual status at the time of the charge-off.  The effect of the increase in
the provision for loan losses was partially offset by continued  improvements in
net interest margin and operating efficiency.

Net  interest  income for the quarter  ended  September  30, 2000 grew  $958,000
(8.3%) to $12,571,000 on a fully tax equivalent  basis.  Interest  income was up
$2,362,000 (13.2%) due to a 5.5% increase in the quarter-over-quarter  volume of
earning assets ($869,779,000 versus $824,277,000).  The average yield on earning
assets increased  sixty-four basis points to 9.30%.  Interest expense  increased
$1,404,000  (22.5%)  as a result  of a 4.5%  increase  in  average  balances  of
interest  bearing  liabilities  to  $719,170,000  and a  sixty-two  basis  point
increase in the average rate paid on interest bearing  liabilities to 4.25%. Net
interest margin was 5.78% for the third quarter of 2000 versus 5.64% in the same
quarter of the prior year.

Noninterest  income for the third quarter of 2000 increased  $486,000 (17.1%) to
$3,334,000  from the same  period  in 1999.  Gains on the sale of loans  were up
$67,000 (48%) to $206,000.  Commissions  on the sale of  non-deposit  investment
products were up $170,000 (33%) to $681,000. ATM fee income was up $72,000 (28%)
to $328,000.

Noninterest expense increased $665,000 (7.7%) to $9,305,000 in the third quarter
2000  versus the same  period in 1999.  Salary  and  benefit  expense  increased
$492,000 (11.1%) to $4,946,000.  The Company's  Paradise,  Modesto,  and Visalia
branches,  which were opened in August  2000,  January  2000,  and August  1999,
respectively,  accounted  for  $103,000 of the increase in salaries and benefits
expense.  Increases in personnel and commission  payments related to the sale of
non-deposit  investment  products  accounted for an  additional  $136,000 of the
increase in salaries and benefits  expense noted above.  Excluding the increases
due to the recently opened branches and  non-deposit  investment  products noted
above,  salaries and benefits  expense would have  increased  5.7% from the year
early quarter. Other expenses increased $173,000 (4.1%) to $4,359,000.

Assets of the Company totaled $961,981,000 at September 30, 2000 and represented
increases of  $37,185,000  (4.0%) and  $43,215,000  (4.7%) from the December 31,
1999 and September 30, 1999 ending  balances,  respectively.  Changes in average
earning  assets  from the prior  year third  quarter-end  balances  included  an
increase  in loans of  $63,964,000  (10.9%) to  $651,049,000  and a decrease  in
securities of $18,251,000  (7.8%) to $215,746,000.  From year-end 1999 balances,
nonperforming assets have increased  $12,287,000 (357%) and total $15,728,000 at
September 30, 2000. Nonperforming assets were 1.63% and 0.37% of total assets at
September  30, 2000 and  December  31,  1999,  respectively.  Ten million of the
increase in nonperforming  assets is due to the loan  relationship with a single
borrower noted above.  Excluding the effect of these  nonperforming loans with a
single  borrower,  nonperforming  assets would have been $5,728,000 at September
30, 2000.  Nonperforming assets were $6,377,000,  $5,159,000,  and $3,441,000 at
June 30, 2000, March 31, 2000, and December 31, 1999, respectively.

Year-to-date  2000, on an  annualized  basis,  the Company  realized a return on
assets of 1.42% and a return on equity of 17.16%  versus 1.24% and 15.19% in the
nine months ended September 30, 1999.  TriCo Bancshares ended the quarter with a
Tier 1 capital ratio of 10.68% and a total risk-based capital ratio of 11.93%.

<PAGE>


The  following  tables  provide a summary  of the major  elements  of income and
expense for the third  quarter of 2000  compared  with the third quarter of 1999
and for the first nine  months of 2000  compared  with the first nine  months of
1999.
<TABLE>
<CAPTION>


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



                                                            Three months
                                                         ended September 30,                    Percentage
                                                2000                     1999                     Change
                                                                                                 increase
                                                                                                (decrease)
<S>                                            <C>                      <C>                        <C>
Interest income                               $  20,212                $  17,850                   13.2%
Interest expense                                  7,641                    6,237                   22.5%
                                         ---------------         ---------------

Net interest income                              12,571                   11,613                    8.2%

Provision for loan losses                         1,800                      875                  105.7%
                                         ---------------         ---------------

Net interest income after                        10,771                   10,738                    0.3%
  provision for loan losses

Noninterest income                                3,334                    2,848                   17.1%
Noninterest expenses                              9,305                    8,640                    7.7%
                                         ---------------         ---------------

Net income before income taxes                    4,800                    4,946                   (3.0%)
Income taxes                                      1,653                    1,721                   (4.0%)
Tax equivalent adjustment1                          300                      292                    2.7%
                                         ---------------         ---------------

Net income                                    $   2,847                $   2,933                   (2.9%)
                                         ===============         ===============

Diluted earnings per common share             $    0.39                $    0.40                   (2.5%)


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 2000 and 1999.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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



                                                             Nine months
                                                         ended September 30,                    Percentage
                                                2000                     1999                     Change
                                                                                                 increase
                                                                                                (decrease)
<S>                                           <C>                      <C>                         <C>
Interest income                               $  57,634                $  51,366                   12.2%
Interest expense                                 20,959                   17,928                   16.9%
                                         ---------------         ---------------

Net interest income                              36,675                   33,438                    9.7%

Provision for loan losses                         3,500                    2,585                   35.4%
                                         ---------------         ---------------

Net interest income after                        33,175                   30,853                    7.5%
  provision for loan losses
Noninterest income                               11,200                    9,178                   22.0%
Noninterest expenses                             27,779                   26,013                    6.8%
                                         ---------------         ---------------

Net income before income taxes                   16,596                   14,018                   18.4%
Income taxes                                      5,809                    4,831                   20.2%
Tax equivalent adjustment1                          868                      869                   (0.1%)
                                         ---------------         ---------------

Net income                                    $   9,919                $   8,318                   19.2%
                                         ===============         ===============

Diluted earnings per common share             $    1.35                $    1.14                   18.4%


1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 2000 and 1999.

</TABLE>
<PAGE>

Net Interest Income / Net Interest Margin

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

For the three  months  ended  September  30,  2000,  interest  income  increased
$2,362,000  (13.2%) over the same period in 1999.  The average  balance of total
earning assets was higher by $45,502,000  (5.5%).  Average loan balances were up
$63,964,000  (10.9%) which resulted in a $1,522,000  increase in interest income
while average  balances of securities  and fed funds sold were down  $19,260,000
(8.1%) which resulted in an $312,000  decrease in interest  income.  The average
yield on loans  was  higher  by 60  basis  points  while  the  average  yield on
securities and fed funds sold  increased 30 and 140 basis points,  respectively.
The overall yield on average  earning assets  increased 64 basis points to 9.30%
which increased interest income by $1,141,000.

For the third quarter of 2000,  interest expense  increased  $1,404,000  (22.5%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up  $31,131,000  (4.5%) which  resulted in a $388,000  increase in interest
expense.  The average rate paid on time  deposits and long-term  debt  increased
104, and 95 basis points respectively,  and accounted for $732,000, and $139,000
of the  increase in interest  expense,  respectively.  The average  rate paid on
interest bearing liabilities  increased 62 basis points to 4.25% and resulted in
a $1,016,000 increase in interest expense.

The combined  effect of the increase in interest income and increase in interest
expense for the third  quarter of 2000  versus  1999  resulted in an increase of
$958,000  (8.2%) in net interest  income.  Net  interest  margin was up 14 basis
points to 5.78% from 5.64% for the same period a year ago.

The nine-month  period ending  September 30, 2000,  reflects an interest  income
increase of  $6,268,000  (12.2%)  over the same  period in 1999.  An increase of
$61,373,000  (11.0%) in average  balances of loans  accounted  for a  $4,313,000
increase in interest  income while a decrease of $32,820,000  (13.0%) in average
balances of securities  accounted for a $1,561,000  decrease in interest income.
The average yield received on all earning assets for the nine-month period ended
September 30, 2000 was up 65 basis points to 9.07%, and resulted in a $3,336,000
increase in interest income.

Interest  expense for the nine-month  period increased  $3,031,000  (16.9%) from
that  for  the  same  period  in  1999.  Average  balances  of  interest-bearing
liabilities  were up $26,111,000  (3.9%) and resulted in a $905,000  increase in
interest expense.  A $21,814,000  (8.7%) increase in the average balance of time
deposits accounted for $769,000 of the $905,000 increase in interest expense due
to balance increases.  The average rate paid on time deposits and long-term debt
increased 81, and 50 basis points  respectively,  and accounted for  $1,662,000,
and $188,000 of the increase in interest expense, respectively. The average rate
paid on interest  bearing  liabilities  increased  44 basis  points to 3.98% and
resulted in a $2,126,000 increase in interest expense.

The combined effect of the increases in interest income and interest expense for
the first nine months of 2000 versus 1999  resulted in an increase of $3,237,000
(9.7%) in net interest income.  Net interest margin increased 29 basis points to
5.77% from 5.48%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 2000 versus the same periods
in 1999.

<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                   Three Months Ended
                                               30-Sep-00                                        30-Sep-99

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
<S>                             <C>               <C>            <C>             <C>                <C>           <C>
Assets
Earning assets
  Loans 2,3                        $651,049       $ 16,470          10.12%         $587,085       $ 13,978           9.52%
  Securities4                       215,746          3,696           6.85%          233,997          3,832           6.55%
  Federal funds sold                  2,184             35           6.41%            3,195             40           5.01%
  Deposits in banks                     800             11           5.50%                -              -           5.01%
                               -------------    -----------                    -------------     ----------
    Total earning assets            869,779         20,212           9.30%          824,277         17,850           8.66%
                                                -----------                                      ----------
Cash and due from bank               38,693                                          36,571
Premises and equipment               17,244                                          16,384
Other assets, net                    41,610                                          40,407
Less:  allowance
  for loan losses                   (11,866)                                         (9,888)
                               -------------                                   -------------
      Total                        $955,460                                        $907,751
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $148,728            590           1.59%         $144,455            572           1.58%
  Savings deposits                  214,663          1,725           3.21%          219,793          1,686           3.07%
  Time deposits                     279,355          4,067           5.82%          263,933          3,151           4.78%
Federal funds purchased              17,131            295           6.89%            4,129             56           5.43%
Repurchase agreements                   804             14           5.16%              217              2           5.16%
Long-term debt                       58,489            950           6.50%           55,512            770           5.55%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   719,170          7,641           4.25%          688,039          6,237           3.63%
                                                -----------                                      ----------
Noninterest-bearing deposits        142,767                                         133,577
Other liabilities                    13,039                                          13,885
Shareholders' equity                 80,484                                          72,250
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $955,460                                        $907,751
                               =============                                   =============

Net interest rate spread5                                            5.05%                                           5.03%
Net interest income                               $ 12,571                                        $ 11,613
                                                ===========                                      ==========
  net interest margin6                               5.78%                                           5.64%
                                                ===========                                      ==========

</TABLE>


1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on  loans  includes  fees on loans  of  $829,000  in 2000 and
$706,000 in 1999.
4Interest  income is stated on a tax  equivalent  basis of 1.52 at September 30,
2000 and 1999.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.

<PAGE>
<TABLE>
<CAPTION>

                                                     TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Nine Months Ended
                                               30-Sep-00                                        30-Sep-99

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
<S>                                <C>             <C>            <C>               <C>             <C>             <C>
Assets
Earning assets
  Loans 2,3                        $ 619,624        $ 45,918         9.88%         $ 558,251        $ 39,251          9.37%
  Securities4                        220,188          11,404         6.91%           253,008          12,032          6.34%
  Federal funds sold                   6,331             278         5.85%             2,296              83          4.82%
  Deposits in banks                      800              34         5.67%                 -               -
                                -------------   -------------                    ------------    ------------
    Total earning assets             846,943          57,634         9.07%           813,555          51,366          8.42%
                                                -------------                                    ------------
Cash and due from bank                37,456                                          35,762
Premises and equipment                16,471                                          16,272
Other assets, net                     41,681                                          36,576
Less:  allowance
  for loan losses                    (11,776)                                         (9,198)
                                -------------                                    ------------
      Total                        $ 930,775                                       $ 892,967
                                =============                                    ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 148,195           1,752         1.58%         $ 144,364           1,697          1.57%
  Savings deposits                   218,015           5,060         3.09%           222,323           5,046          3.03%
  Time deposits                      272,670          11,272         5.51%           250,856           8,841          4.70%
Federal funds purchased               10,129             512         6.74%             9,287             351          5.04%
Repurchase agreements                  2,014              99         6.55%               821              30          4.87%
Long-term debt                        50,423           2,264         5.99%            47,684           1,963          5.49%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    701,446          20,959         3.98%           675,335          17,928          3.54%
                                                -------------                                    ------------
Noninterest-bearing deposits         139,117                                         131,942
Other liabilities                     13,147                                          12,696
Shareholders' equity                  77,065                                          72,994
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 930,775                                       $ 892,967
                                =============                                    ============

Net interest rate spread5                                            5.09%                                            4.88%
Net interest income                                 $ 36,675                                        $ 33,438
                                                =============                                    ============
  net interest margin6                                 5.77%                                           5.48%
                                                =============                                    ============

</TABLE>

1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on loans  includes  fees on loans of  $2,150,000  in 2000 and
$2,194,000 in 1999.
4Interest  income is stated on a tax  equivalent  basis of 1.52 at September 30,
2000 and 1999.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.


<PAGE>


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



                     For the three months ended Septemer 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                    ----------     ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 1,522         $ 970        $ 2,492
    Investment securities3              (299)          163           (136)
    Federal funds sold                   (13)            8             (5)
    Deposits in banks                     11             -             11
                                    ----------    ----------    ----------
      Total                            1,221         1,141          2,362
                                    ----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  17             1             18
    Savings deposits                     (39)           78             39
    Time deposits                        184           732            916
    Federal funds purchased              177            62            239
    Short-term debt                        8             4             12
    Long-term debt                        41           139            180
                                    ----------    ----------    ----------
      Total                              388         1,016          1,404
                                    ----------    ----------    ----------

Increase (decrease) in
  net interest income                $   833         $ 125        $   958
                                    ==========    ==========    ==========



1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $829,000 in 2000 and
$706,000 in 1999.
3Interest  income is stated on a tax equivalent  basis of 1.52 for September 30,
2000 and 1999.
4The rate/volume variance has been included in the rate variance.


<PAGE>


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



                     For the Nine Months Ended September 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                   ----------     ----------     ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 4,313       $ 2,354        $ 6,667
    Investment securities3            (1,561)          933           (628)
    Federal funds sold                   146            49            195
    Deposits in banks                     34             -             34
                                   ----------     ----------     ----------
      Total                            2,932         3,336          6,268
                                   ----------     ----------     ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  45            10             55
    Savings deposits                     (98)          112             14
    Time deposits                        769         1,662          2,431
    Federal funds purchased               32           129            161
    Short-term debt                       44            25             69
    Long-term debt                       113           188            301
                                   ----------     ----------     ----------
      Total                              905         2,126          3,031
                                   ----------     ----------     ----------

Increase (decrease) in
  net interest income                $ 2,027       $ 1,210        $ 3,237
                                   ==========     ==========     ==========



1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $2,150,000 in 2000 and
$2,194,000 in 1999.
3Interest  income is stated on a tax equivalent  basis of 1.52 for September 30,
2000 and 1999.
4The rate/volume variance has been included in the rate variance.


<PAGE>

Provision for Loan Losses

The Bank provided $1,800,000 for loan losses in the third quarter of 2000 versus
$875,000 in 1999.  Net  charge-offs  for all loans in the third  quarter of 2000
totaled  $3,174,000  versus $206,000 in the year earlier  period.  Excluding the
effect of the $3,000,000 charge-off related to the one borrower noted above, net
charge-offs for the third quarter of 2000 would have been $174,000.

Noninterest Income

Noninterest  income for the third quarter of 2000 increased  $486,000 (17.1%) to
$3,334,000  from the same  period  in 1999.  Gains on the sale of loans  were up
$67,000 (48%) to $205,000.  Commissions  on the sale of  non-deposit  investment
products were up $170,000 (33%) to $681,000. ATM fee income was up $72,000 (28%)
to $328,000.

For the nine months ended  September  30,  noninterest  income was up $2,022,000
(22.0%) over the same period for 1999.  As described  above,  during the quarter
ended  March 31,  2000 the Company  recorded a one-time  pre-tax  income item of
$1,510,000  from the receipt of common stock.  Excluding  this  one-time  event,
noninterest  income for the nine  months  ended  September  30,  2000 would have
increased $512,000 (5.6%). Service charges and fee income was up $284,000 (5.4%)
to 5,563,000 mainly due to increased ATM fees. Other income increased $1,738,000
(44.6%) to $5,637,000. Significant changes in the following items contributed to
the net  increase:  $1,510,000  from the receipt of common  stock  noted  above,
commissions  on  non-deposit  investment  product  sales  increased  $454,000 to
$2,166,000,  gain on sale of loans decreased  $308,000 to $385,000,  and gain on
sale of other real estate owned decreased $106,000 to $68,000.

Noninterest Expense

Noninterest expense increased $665,000 (7.7%) to $9,305,000 in the third quarter
2000  versus the same  period in 1999.  Salary  and  benefit  expense  increased
$492,000 (11.1%) to $4,946,000.  The Company's  Paradise,  Modesto,  and Visalia
branches,  which were opened in August  2000,  January  2000,  and August  1999,
respectively,  accounted  for  $103,000 of the increase in salaries and benefits
expense.  Increases in personnel and commission  payments related to the sale of
non-deposit  investment  products  accounted for an  additional  $136,000 of the
increase in salaries and benefits  expense noted above.  Excluding the increases
due to the recently opened branches and  non-deposit  investment  products noted
above,  salaries and benefits  expense would have  increased  5.7% from the year
early quarter. Other expenses increased $173,000 (4.1%) to $4,359,000.

For the first nine months noninterest  expenses  increased  $1,766,000 (6.8%) in
2000 compared to 1999. Salary and benefit expense increased  $1,361,000  (10.2%)
on a year-over-year  basis.  Base salaries  increased  $953,000  (10.5%).  Other
expenses  increased  $405,000 (3.2%).  There was no significant single item that
contributed to the 3.2% increase in other expenses.

<PAGE>




Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 2000 is 36.9% and
reflects  an increase  from 36.7% in the year  earlier  period.  The tax rate is
lower than the statutory rate of 40.4% due primarily to nontaxable earnings from
municipal bonds.

Loans

At September 30, 2000,  loan balances  were  $49,466,000  (8.2%) higher than the
ending  balances at September 30, 1999 and  $62,828,000  (10.7%) higher than the
ending balances at December 31, 1999. On a year-over-year basis at September 30,
commercial,  real estate  mortgage,  and consumer  loan  balances were higher by
$24,215,000 (8.6%),  $13,948,000 (6.7%), and $18,843,000 (24.4%),  respectively.
Real estate construction loan balances were lower by $7,540,000 (20.9%).

Securities

At  September  30,  2000,  securities  available-for-sale  had a fair  value  of
$214,063,000  and an amortized cost of  $219,939,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $121,833,000  of which
$15,794,000 were CMOs.


<PAGE>

Nonperforming Loans

As shown in the  following  table,  total  nonperforming  assets have  increased
$12,287,000  (357%) to  $15,728,000  in the first nine months of 2000.  As noted
above,  $10,000,000 of the $15,728,000  nonperforming asset balance at September
30,  2000 was due to a single  borrower  relationship  that  was  classified  as
nonaccrual in the third quarter of 2000. Nonperforming assets represent 1.63% of
total  assets,  compared to 0.37% at year-end  1999.  All  nonaccrual  loans are
considered to be impaired when  determining  the valuation  allowance under SFAS
114. The Bank continues to make a concerted effort to work problem and potential
problem loans to reduce risk of loss.

                                         September 30,     December 31,
                                             2000              1999

Nonaccrual loans                            $ 14,082           $ 1,758
Accruing loans past due 90 days or more          865               923
Restructured loans (in compliance with
  modified terms)                                  -                 -
                                           ----------        ----------
     Total nonperforming loans                14,947             2,681
Other real estate owned                          781               760
                                           ----------        ----------
     Total nonperforming assets             $ 15,728           $ 3,441
                                           ==========        ==========
Nonperforming loans to total loans              2.30%             0.46%
Allowance for loan losses to
  nonperforming loans                             75%              412%
Nonperforming assets to total assets            1.63%             0.37%
Allowance for loan losses to
  nonperforming assets                            71%              321%

<PAGE>

Allowance for Loan Loss

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

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
1999.

<PAGE>


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


                                     For the Nine Months Ended September 30,
                                         2000                     1999
                                                 (in thousands)
Balance, Beginning of period           $ 11,037                  $ 8,206
Provision charged to operations           3,500                    2,585
Loans charged off                        (3,626)                    (514)
Recoveries of loans previously
  charged off                               307                      108
                                     ------------             ------------
Balance, end of period                 $ 11,218                 $ 10,385
                                     ============             ============

Ending loan portfolio                 $ 650,807                $ 601,341
                                     ============             ============
Allowance as a percentage
  of ending loan portfolio                 1.72%                    1.73%
                                     ============             ============



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  September 30, 2000:
Total Capital to Risk Weighted Assets:
    Consolidated                     $88,332   11.93%       =>$59,227 =>8.0%     =>$74,034  =>10.0%
    Tri Counties Bank                $86,622   11.72%       =>$59,115 =>8.0%     =>$73,894  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $79,078   10.68%       =>$29,613 =>4.0%     =>$44,420  => 6.0%
    Tri Counties Bank                $77,361   10.47%       =>$29,558 =>4.0%     =>$44,337  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $79,078    8.32%       =>$37,999 =>4.0%     =>$47,499  => 5.0%
    Tri Counties Bank                $77,361    8.16%       =>$37,945 =>4.0%     =>$47,431  => 5.0%

</TABLE>


                         Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1999.

<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.

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



(b)  Reports on Form 8-K:

         None

<PAGE>

                                   SIGNATURES



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


                                TRICO BANCSHARES



Date      November 7, 2000                                /s/ Richard P. Smith
       ----------------------                           -----------------------
                                                        President and
                                                        Chief Executive Officer


Date      November 7, 2000                                /s/ Thomas J. Reddish
       ----------------------                           -----------------------
                                                        Vice President and
                                                        Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "filename": "0001.txt", "description": "10-Q", "secsgml_size_bytes": 78841}]
{"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": "756015"}, "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 September 30, 2000              Commission file number 0-10661
------------------------------------              ------------------------------

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Title of Class:  Common stock, no par value

Outstanding shares as of November 7, 2000:  7,211,226
TRICO BANCSHARES
                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                                      (unaudited)
                                                     (in thousands)

                                                                                   September 30,            December 31,
                                                                                -------------------     ------------------
2000                    1999
Assets:
Cash and due from banks                                                                   $ 43,948               $ 51,236
Federal funds sold                                                                           6,400                  8,400
                                                                                ------------------     ------------------
   Cash and cash equivalents                                                                50,348                 59,636
Interest-bearing deposits in banks                                                             800                    800
Securities available-for-sale                                                              214,063                231,708
Loans, net of allowance for loan losses
   of $11,218 and $11,037, respectively                                                    639,589                576,942
Premises and equipment, net                                                                 17,218                 16,043
Other real estate owned                                                                        781                    760
Accrued interest receivable                                                                  6,361                  6,076
Other assets                                                                                32,821                 32,831
                                                                                ------------------     ------------------
     Total assets                                                                        $ 961,981              $ 924,796
                                                                                ==================     ==================

Liabilities:
Deposits
 Noninterest-bearing demand                                                              $ 152,522              $ 155,937
 Interest-bearing demand                                                                   150,019                143,923
 Savings                                                                                   216,641                222,615
 Time certificates                                                                         289,428                271,635
                                                                                ------------------     ------------------
     Total deposits                                                                        808,610                794,110
Fed funds purchased                                                                         13,600                      -
Accrued interest payable and other liabilities                                              13,194                 12,058
Long term borrowings                                                                        45,488                 45,505
                                                                                ------------------     ------------------
     Total liabilities                                                                     880,892                851,673

Shareholders' equity:
Common stock                                                                                50,627                 50,043
Retained earnings                                                                           34,157                 28,613
Accumulated other comprehensive income (loss)                                               (3,695)                (5,533)
                                                                                ------------------     ------------------

     Total shareholders' equity                                                             81,089                 73,123

                                                                                ------------------     ------------------
     Total liabilities and shareholders' equity                                          $ 961,981              $ 924,796
                                                                                ==================     ==================
TRICO BANCSHARES
                                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                  (unaudited)
                                (in thousands except earnings per common share)

                                         For the three months                         For the nine months
                                         ended September 30,                          ended September 30,
                                         --------------------                         -------------------
                                             2000                1999                2000               1999
                                             ----                ----                ----               ----
Interest income:
  Interest and fees on loans                  $ 16,470           $ 13,978            $ 45,918           $ 39,251
  Interest on investment
   securities-taxable                            2,841              2,979               8,867              9,492
  Interest on investment
   securities-tax exempt                           555                561               1,669              1,671
  Interest on federal funds sold                    35                 40                 278                 83
  Interest on deposits in banks                     11                  -                  34                  -
                                         --------------      -------------       -------------      -------------
     Total interest income                      19,912             17,558              56,766             50,497
                                         --------------      -------------       -------------      -------------

Interest expense:
  Interest on deposits                           6,382              5,409              18,084             15,584
  Interest on federal funds purchased              295                 56                 512                351
  Interest on repurchase agreements                 14                  2                  99                 30
  Interest on other borrowings                     950                770               2,264              1,963
                                         --------------      -------------       -------------      -------------
     Total interest expense                      7,641              6,237              20,959             17,928
                                         --------------      -------------       -------------      -------------

     Net interest income                        12,271             11,321              35,807             32,569

Provision for loan losses                        1,800                875               3,500              2,585
                                         --------------      -------------       -------------      -------------
    Net interest income after
     provision for loan losses                  10,471             10,446              32,307             29,984

Noninterest income:
  Service charges and fees                       1,870              1,792               5,563              5,279
  Other income                                   1,464              1,056               5,637              3,899
                                         --------------      -------------       -------------      -------------
     Total noninterest income                    3,334              2,848              11,200              9,178
                                         --------------      -------------       -------------      -------------

Noninterest expenses:
  Salaries and related expenses                  4,946              4,454              14,728             13,367
  Other, net                                     4,359              4,186              13,051             12,646
                                         --------------      -------------       -------------      -------------
     Total noninterest expenses                  9,305              8,640              27,779             26,013
                                         --------------      -------------       -------------      -------------

Net income before income taxes                   4,500              4,654              15,728             13,149

  Income taxes                                   1,653              1,721               5,809              4,831
                                         --------------      -------------       -------------      -------------

     Net income                                $ 2,847            $ 2,933             $ 9,919            $ 8,318
                                         ==============      =============       =============      =============

Basic earnings per common share                 $ 0.40             $ 0.41              $ 1.38             $ 1.17
                                         ==============      =============       =============      =============
Diluted earnings per common share               $ 0.39             $ 0.40              $ 1.35             $ 1.14
                                         ==============      =============       =============      =============
TRICO BANCSHARES
                                       CONDENSED CONSOLIDATED STATEMENTS OF
                                          CHANGES IN SHAREHOLDERS' EQUITY
                                                    (unaudited)
                                      (in thousands, except number of shares)

                                                 Common stock                       Accumulated
                                                                                       Other
                                           Number                 Retained         Comprehensive                Comprehensive
                                         of shares     Amount     earnings         Income (Loss)      Total         Income
                                         ----------   --------   -----------     -----------------   -------   ----------------
Balance, December 31, 1999                7,152,329     $50,043     $28,613           ($5,533)       $73,123

Exercise of Common Stock options             69,725         618                                          618

Repurchase of Common Stock                  (14,728)       (103)       (132)                            (235)

Common stock cash dividends                                          (4,243)                          (4,243)

Stock option amortization                                    69                                           69

Comprehensive income:
 Net income                                                           9,919                            9,919           $9,919
 Other comprehensive income, net of tax:
   Change in unrealized loss on securities,
    net of tax                                                                          1,838          1,838            1,838

                                                                                                               ---------------
Comprehensive income                                                                                                  $11,757
                                                                                                               ---------------
                                         -----------   ---------   ---------         ----------     ---------
Balance, September 30, 2000               7,207,326     $50,627     $34,157           ($3,695)       $81,089
                                         ===========   =========   =========         ==========     =========
TRICO BANCSHARES
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (in thousands)
                                                                        For the nine months
                                                                        ended September 30,
                                                                      2000                1999
Operating activities:
  Net income                                                         $ 9,919            $ 8,318
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Provision for loan losses                                        3,500              2,585
      Provision for losses on other real estate owned                     25                 10
      Depreciation and amortization                                    1,875              1,954
      Amortization of intangible assets                                  724                851
      Accretion of investment security discounts                         200                461
      Deferred income taxes                                             (245)              (158)
      Investment security (gains) losses (net)                             -                (24)
      (Gain) loss on sale of OREO                                        (68)              (175)
      (Gain) loss on sale of loans                                      (385)              (692)
      (Gain) loss on sale of fixed assets                                 52                  1
      Amortization of stock options                                       69                123
      (Increase) decrease in interest receivable                        (285)              (163)
      Increase (decrease) in interest payable                            429               (352)
      (Increase) decrease in other assets and liabilities               (773)            (2,271)
                                                                -------------       ------------
         Net cash provided (used) by operating activities             15,037             10,468

Investing activities:
    Proceeds from maturities of securities available-for-sale         29,309             58,653
    Proceeds from sale of securities available-for-sale                    -             14,137
    Purchases of securities available-for-sale                        (9,023)           (31,138)
    Net (increase) decrease in loans                                 (66,654)           (69,580)
    Proceeds from sales of fixed assets                                   32                 29
    Purchases of premises and equipment                               (2,872)            (1,722)
    Proceeds from the sale of OREO                                       914              1,016
                                                                -------------       ------------
         Net cash provided (used) by investing activities            (48,294)           (28,605)

Financing activities:
    Net increase (decrease) in deposits                               14,500                932
    Net increase (decrease) in Fed funds purchased                    13,600             (3,600)
    Borrowings under long-term debt agreements                        35,000             21,000
    Payments of principal on long-term debt agreements               (35,017)            (3,414)
    Cash dividends - Common                                           (4,243)            (3,638)
    Repurchase of common stock                                          (235)               (85)
    Exercise of common stock options                                     364                504
                                                                -------------       ------------
         Net cash provided (used) by financing activities             23,969             11,699
                                                                -------------       ------------

         Increase (decrease) in cash and cash equivalents             (9,288)            (6,438)
         Cash and cash equivalents at beginning of year               59,636             50,483
                                                                -------------       ------------
         Cash and cash equivalents at end of period             $     50,348        $    44,045
                                                                =============       ============

Supplemental information:
    Cash paid for taxes                                         $      6,573        $     5,836
    Cash paid for interest expense                              $     20,530        $    18,280
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  September 30, 2000 and 1999 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, 1999.

Note B - Comprehensive Income

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

                                         Three months ended    Nine months ended
                                            September 30,         September 30,
                                            2000      1999      2000      1999
Net income                                $ 2,847   $ 2,933   $ 9,919   $ 8,318
Net change in unrealized gains
(losses) on securities available-for-sale   1,555    (1,167)    1,838    (5,542)
                                          -------   -------   -------   -------
Comprehensive income                      $ 4,402   $ 1,766   $11,757   $ 2,776
                                          =======   =======   =======   =======
Note C - Earnings per Share

The Company's basic and diluted  earnings per share are as follows (in thousands
except per share data):
                                           Three Months Ended September 30, 2000
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,847     7,203,004       $0.40
Common stock options outstanding                   --       146,398
Diluted Earnings per Share
  Net income available to common shareholders  $2,847     7,349,402       $0.39
                                               ======     =========

                                           Three Months Ended September 30, 1999
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $2,933     7,140,427       $0.41
Common stock options outstanding                   --       189,194
Diluted Earnings per Share
  Net income available to common shareholders  $2,933     7,329,621       $0.40
                                               ======     =========

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

                                            Nine Months Ended September 30, 1999
                                                         Weighted
                                                         Average       Per-Share
                                               Income    Shares        Amount
Basic Earnings per Share
  Net income available to common shareholders  $8,318    7,123,585        $1.17
Common stock options outstanding                   --      189,522
Diluted Earnings per Share
  Net income available to common shareholders  $8,318    7,313,107        $1.14
                                               ======    =========
Note D - Business Segments

The Company is principally  engaged in traditional  community banking activities
provided  through its twenty-nine  branches and eight in-store  branches located
throughout Northern California.  Community banking activities include the Bank's
commercial and retail  lending,  deposit  gathering and investment and liquidity
management  activities.  In addition to its community banking services, the Bank
offers investment  brokerage and leasing services.  The Company held investments
in real estate  through its  wholly-owned  subsidiary,  TCB Real Estate.  During
1998, TCB Real Estate divested all investment properties, and in April 1999, TCB
Real Estate was dissolved.  These activities were monitored and reported by Bank
management as separate operating segments. As permitted under the Statement, the
results of the separate  branches have been aggregated into a single  reportable
segment, Community Banking. The Company's leasing, investment brokerage and real
estate segments do not meet the prescribed  aggregation or materiality  criteria
and therefore are reported as "Other" in the following table.

Summarized financial information concerning the Bank's reportable segments is as
follows (in thousands):

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

Three Months Ended September 30, 1999
Net interest income                      $   10,338    $      107     $   10,445
Noninterest income                            2,328           520          2,848
Noninterest expense                           8,372           268          8,640
Net income                                    2,724           209          2,933
Assets                                   $  911,898    $    6,868     $  918,766

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

Nine Months Ended September 30, 1999
Net interest income                      $   29,785    $      198     $   29,983
Noninterest income                            7,388         1,790          9,178
Noninterest expense                          25,079           934         26,013
Net income                                    7,679           639          8,318
Assets                                   $  911,898    $    6,868     $  918,766
Note E - Other Income

Included in the results for the three months ended March 31, 2000 was a one-time
pre-tax  income item of  $1,510,000.  This one-time item  represents the initial
value of 88,796 common shares of John Hancock  Financial  Services,  Inc.  (JHF)
which the Bank received as a consequence  of its ownership of certain  insurance
policies  through John Hancock Mutual Life Insurance  Company and John Hancock's
conversion from a mutual company to a stock company.

Note F - Stock Repurchase Plan

On July 20, 2000, the Company  announced that its Board of Directors  approved a
plan to repurchase, as conditions warrant, up to 150,000 shares of the Company's
stock on the open market or in privately negotiated transactions.  The timing of
purchases  and the exact number of shares to be purchased  will depend on market
conditions.  The repurchase plan represents  approximately 2.1% of the Company's
then outstanding common stock and is open-ended. Through September 30, 2000, the
Company has  repurchased  5,000 shares under the  repurchase  plan at an average
price of $16.50 per share.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As TriCo  Bancshares (the  "Company") has not commenced any business  operations
independent of Tri Counties Bank (the "Bank"), the following discussion pertains
primarily  to the  Bank.  Average  balances,  including  such  balances  used in
calculating  certain financial ratios, are generally  comprised of average daily
balances for the Company. Except within the "overview" section,  interest income
and net interest income are presented on a tax equivalent  basis. In addition to
the historical  information  contained  herein,  this Quarterly  Report contains
certain forward-looking  statements.  The reader of this Quarterly Report should
understand  that all such  forward-looking  statements  are  subject  to various
uncertainties  and risks that could affect their outcome.  The Company's  actual
results could differ  materially  from those  suggested by such  forward-looking
statements.  Factors that could cause or contribute to such differences include,
but are not limited  to,  variances  in the actual  versus  projected  growth in
assets,  return on assets,  loan losses,  expenses,  rates  charged on loans and
earned on securities investments,  rates paid on deposits,  competition effects,
fee and other  noninterest  income earned as well as other factors.  This entire
Quarterly  Report  should  be read to put  such  forward-looking  statements  in
context and to gain a more complete understanding of the uncertainties and risks
involved in the Company's business.

Overview

The Company had quarterly earnings of $2,847,000 for the quarter ended September
30, 2000. The quarterly earnings represented a 2.9% decrease from the $2,933,000
reported for the same period of 1999.  Diluted  earnings per share for the third
quarter of 2000 were $0.39 versus $0.40 in the year earlier period. Earnings for
the nine months ended September 30, 2000 were $9,919,000 versus year ago results
of $8,318,000,  and represented a 19.2% increase. The diluted earnings per share
were $1.35 and $1.14 for the  respective  nine-month  periods.  Included  in the
results  for the nine months  ended  September  30, 2000 was a one-time  pre-tax
income item of  $1,510,000.  This one-time item  represents the initial value of
88,796 common shares of John Hancock  Financial  Services,  Inc. (JHF) which the
Bank received in the first quarter of 2000 as a consequence  of its ownership of
certain  insurance  policies through John Hancock Mutual Life Insurance  Company
and  John  Hancock's  conversion  from a  mutual  company  to a  stock  company.
Excluding  the receipt of the JHF shares,  net income for the nine months  ended
September  30, 2000 would have been  $9,030,000  and diluted  earnings per share
would have been $1.23, which would have represented 8.6% and 7.9% increases over
the same period in the prior year, respectively.

The decrease in third  quarter  operating  results was due to a $925,000  (106%)
increase in the  quarterly  provision for loan losses from $875,000 in the third
quarter of 1999 to $1,800,000 in the third quarter of 2000.  The increase in the
quarterly  provision  for loan losses was  primarily in response to a $3,000,000
loan charge-off  taken by the Company during the quarter on agriculture  related
loans to one borrower. The charge-off was taken when the Company determined that
the primary source of repayment of these  agriculture  related loans appeared to
be  insufficient  to cover the  contractual  terms of the loan. The  $10,000,000
balance  of this loan  relationship  (net of the  charge-off)  was  placed  into
non-accrual status at the time of the charge-off.  The effect of the increase in
the provision for loan losses was partially offset by continued  improvements in
net interest margin and operating efficiency.

Net  interest  income for the quarter  ended  September  30, 2000 grew  $958,000
(8.3%) to $12,571,000 on a fully tax equivalent  basis.  Interest  income was up
$2,362,000 (13.2%) due to a 5.5% increase in the quarter-over-quarter  volume of
earning assets ($869,779,000 versus $824,277,000).  The average yield on earning
assets increased  sixty-four basis points to 9.30%.  Interest expense  increased
$1,404,000  (22.5%)  as a result  of a 4.5%  increase  in  average  balances  of
interest  bearing  liabilities  to  $719,170,000  and a  sixty-two  basis  point
increase in the average rate paid on interest bearing  liabilities to 4.25%. Net
interest margin was 5.78% for the third quarter of 2000 versus 5.64% in the same
quarter of the prior year.

Noninterest  income for the third quarter of 2000 increased  $486,000 (17.1%) to
$3,334,000  from the same  period  in 1999.  Gains on the sale of loans  were up
$67,000 (48%) to $206,000.  Commissions  on the sale of  non-deposit  investment
products were up $170,000 (33%) to $681,000. ATM fee income was up $72,000 (28%)
to $328,000.

Noninterest expense increased $665,000 (7.7%) to $9,305,000 in the third quarter
2000  versus the same  period in 1999.  Salary  and  benefit  expense  increased
$492,000 (11.1%) to $4,946,000.  The Company's  Paradise,  Modesto,  and Visalia
branches,  which were opened in August  2000,  January  2000,  and August  1999,
respectively,  accounted  for  $103,000 of the increase in salaries and benefits
expense.  Increases in personnel and commission  payments related to the sale of
non-deposit  investment  products  accounted for an  additional  $136,000 of the
increase in salaries and benefits  expense noted above.  Excluding the increases
due to the recently opened branches and  non-deposit  investment  products noted
above,  salaries and benefits  expense would have  increased  5.7% from the year
early quarter. Other expenses increased $173,000 (4.1%) to $4,359,000.

Assets of the Company totaled $961,981,000 at September 30, 2000 and represented
increases of  $37,185,000  (4.0%) and  $43,215,000  (4.7%) from the December 31,
1999 and September 30, 1999 ending  balances,  respectively.  Changes in average
earning  assets  from the prior  year third  quarter-end  balances  included  an
increase  in loans of  $63,964,000  (10.9%) to  $651,049,000  and a decrease  in
securities of $18,251,000  (7.8%) to $215,746,000.  From year-end 1999 balances,
nonperforming assets have increased  $12,287,000 (357%) and total $15,728,000 at
September 30, 2000. Nonperforming assets were 1.63% and 0.37% of total assets at
September  30, 2000 and  December  31,  1999,  respectively.  Ten million of the
increase in nonperforming  assets is due to the loan  relationship with a single
borrower noted above.  Excluding the effect of these  nonperforming loans with a
single  borrower,  nonperforming  assets would have been $5,728,000 at September
30, 2000.  Nonperforming assets were $6,377,000,  $5,159,000,  and $3,441,000 at
June 30, 2000, March 31, 2000, and December 31, 1999, respectively.

Year-to-date  2000, on an  annualized  basis,  the Company  realized a return on
assets of 1.42% and a return on equity of 17.16%  versus 1.24% and 15.19% in the
nine months ended September 30, 1999.  TriCo Bancshares ended the quarter with a
Tier 1 capital ratio of 10.68% and a total risk-based capital ratio of 11.93%.
The  following  tables  provide a summary  of the major  elements  of income and
expense for the third  quarter of 2000  compared  with the third quarter of 1999
and for the first nine  months of 2000  compared  with the first nine  months of
1999.
TRICO BANCSHARES
                                            CONDENSED COMPARATIVE
                                               INCOME STATEMENT
                               (in thousands, except earnings per common share)

                                                            Three months
                                                         ended September 30,                    Percentage
                                                2000                     1999                     Change
                                                                                                 increase
                                                                                                (decrease)
Interest income                               $  20,212                $  17,850                   13.2%
Interest expense                                  7,641                    6,237                   22.5%
                                         ---------------         ---------------

Net interest income                              12,571                   11,613                    8.2%

Provision for loan losses                         1,800                      875                  105.7%
                                         ---------------         ---------------

Net interest income after                        10,771                   10,738                    0.3%
  provision for loan losses

Noninterest income                                3,334                    2,848                   17.1%
Noninterest expenses                              9,305                    8,640                    7.7%
                                         ---------------         ---------------

Net income before income taxes                    4,800                    4,946                   (3.0%)
Income taxes                                      1,653                    1,721                   (4.0%)
Tax equivalent adjustment1                          300                      292                    2.7%
                                         ---------------         ---------------

Net income                                    $   2,847                $   2,933                   (2.9%)
                                         ===============         ===============

Diluted earnings per common share             $    0.39                $    0.40                   (2.5%)

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 2000 and 1999.
TRICO BANCSHARES
                                            CONDENSED COMPARATIVE
                                               INCOME STATEMENT
                               (in thousands, except earnings per common share)

                                                             Nine months
                                                         ended September 30,                    Percentage
                                                2000                     1999                     Change
                                                                                                 increase
                                                                                                (decrease)
Interest income                               $  57,634                $  51,366                   12.2%
Interest expense                                 20,959                   17,928                   16.9%
                                         ---------------         ---------------

Net interest income                              36,675                   33,438                    9.7%

Provision for loan losses                         3,500                    2,585                   35.4%
                                         ---------------         ---------------

Net interest income after                        33,175                   30,853                    7.5%
  provision for loan losses
Noninterest income                               11,200                    9,178                   22.0%
Noninterest expenses                             27,779                   26,013                    6.8%
                                         ---------------         ---------------

Net income before income taxes                   16,596                   14,018                   18.4%
Income taxes                                      5,809                    4,831                   20.2%
Tax equivalent adjustment1                          868                      869                   (0.1%)
                                         ---------------         ---------------

Net income                                    $   9,919                $   8,318                   19.2%
                                         ===============         ===============

Diluted earnings per common share             $    1.35                $    1.14                   18.4%

1Interest on tax-free  securities is reported on a tax equivalent  basis of 1.52
for September 30, 2000 and 1999.
Net Interest Income / Net Interest Margin

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

For the three  months  ended  September  30,  2000,  interest  income  increased
$2,362,000  (13.2%) over the same period in 1999.  The average  balance of total
earning assets was higher by $45,502,000  (5.5%).  Average loan balances were up
$63,964,000  (10.9%) which resulted in a $1,522,000  increase in interest income
while average  balances of securities  and fed funds sold were down  $19,260,000
(8.1%) which resulted in an $312,000  decrease in interest  income.  The average
yield on loans  was  higher  by 60  basis  points  while  the  average  yield on
securities and fed funds sold  increased 30 and 140 basis points,  respectively.
The overall yield on average  earning assets  increased 64 basis points to 9.30%
which increased interest income by $1,141,000.

For the third quarter of 2000,  interest expense  increased  $1,404,000  (22.5%)
over the year earlier period.  Average balances of interest-bearing  liabilities
were up  $31,131,000  (4.5%) which  resulted in a $388,000  increase in interest
expense.  The average rate paid on time  deposits and long-term  debt  increased
104, and 95 basis points respectively,  and accounted for $732,000, and $139,000
of the  increase in interest  expense,  respectively.  The average  rate paid on
interest bearing liabilities  increased 62 basis points to 4.25% and resulted in
a $1,016,000 increase in interest expense.

The combined  effect of the increase in interest income and increase in interest
expense for the third  quarter of 2000  versus  1999  resulted in an increase of
$958,000  (8.2%) in net interest  income.  Net  interest  margin was up 14 basis
points to 5.78% from 5.64% for the same period a year ago.

The nine-month  period ending  September 30, 2000,  reflects an interest  income
increase of  $6,268,000  (12.2%)  over the same  period in 1999.  An increase of
$61,373,000  (11.0%) in average  balances of loans  accounted  for a  $4,313,000
increase in interest  income while a decrease of $32,820,000  (13.0%) in average
balances of securities  accounted for a $1,561,000  decrease in interest income.
The average yield received on all earning assets for the nine-month period ended
September 30, 2000 was up 65 basis points to 9.07%, and resulted in a $3,336,000
increase in interest income.

Interest  expense for the nine-month  period increased  $3,031,000  (16.9%) from
that  for  the  same  period  in  1999.  Average  balances  of  interest-bearing
liabilities  were up $26,111,000  (3.9%) and resulted in a $905,000  increase in
interest expense.  A $21,814,000  (8.7%) increase in the average balance of time
deposits accounted for $769,000 of the $905,000 increase in interest expense due
to balance increases.  The average rate paid on time deposits and long-term debt
increased 81, and 50 basis points  respectively,  and accounted for  $1,662,000,
and $188,000 of the increase in interest expense, respectively. The average rate
paid on interest  bearing  liabilities  increased  44 basis  points to 3.98% and
resulted in a $2,126,000 increase in interest expense.

The combined effect of the increases in interest income and interest expense for
the first nine months of 2000 versus 1999  resulted in an increase of $3,237,000
(9.7%) in net interest income.  Net interest margin increased 29 basis points to
5.77% from 5.48%.

The following  four tables  provide  summaries of the components of the interest
income,  interest  expense and net  interest  margins on earning  assets for the
quarter and nine month periods ended  September 30, 2000 versus the same periods
in 1999.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                   Three Months Ended
                                               30-Sep-00                                        30-Sep-99

                               Average          Income/         Yield/         Average           Income/        Yield/
                               Balance1         Expense         Rate           Balance1          Expense        Rate
Assets
Earning assets
  Loans 2,3                        $651,049       $ 16,470          10.12%         $587,085       $ 13,978           9.52%
  Securities4                       215,746          3,696           6.85%          233,997          3,832           6.55%
  Federal funds sold                  2,184             35           6.41%            3,195             40           5.01%
  Deposits in banks                     800             11           5.50%                -              -           5.01%
                               -------------    -----------                    -------------     ----------
    Total earning assets            869,779         20,212           9.30%          824,277         17,850           8.66%
                                                -----------                                      ----------
Cash and due from bank               38,693                                          36,571
Premises and equipment               17,244                                          16,384
Other assets, net                    41,610                                          40,407
Less:  allowance
  for loan losses                   (11,866)                                         (9,888)
                               -------------                                   -------------
      Total                        $955,460                                        $907,751
                               =============                                   =============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $148,728            590           1.59%         $144,455            572           1.58%
  Savings deposits                  214,663          1,725           3.21%          219,793          1,686           3.07%
  Time deposits                     279,355          4,067           5.82%          263,933          3,151           4.78%
Federal funds purchased              17,131            295           6.89%            4,129             56           5.43%
Repurchase agreements                   804             14           5.16%              217              2           5.16%
Long-term debt                       58,489            950           6.50%           55,512            770           5.55%
                               -------------    -----------                    -------------     ----------
   Total interest-bearing
      liabilities                   719,170          7,641           4.25%          688,039          6,237           3.63%
                                                -----------                                      ----------
Noninterest-bearing deposits        142,767                                         133,577
Other liabilities                    13,039                                          13,885
Shareholders' equity                 80,484                                          72,250
                               -------------                                   -------------
    Total liabilities
      and shareholders' equity     $955,460                                        $907,751
                               =============                                   =============

Net interest rate spread5                                            5.05%                                           5.03%
Net interest income                               $ 12,571                                        $ 11,613
                                                ===========                                      ==========
  net interest margin6                               5.78%                                           5.64%
                                                ===========                                      ==========
1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on  loans  includes  fees on loans  of  $829,000  in 2000 and
$706,000 in 1999.
4Interest  income is stated on a tax  equivalent  basis of 1.52 at September 30,
2000 and 1999.
5Net   interest   rate   spread   represents   the  average   yield   earned  on
interest-earning   assets  less  the  average  rate  paid  on   interest-bearing
liabilities.
6Net  interest  margin is  computed  by dividing  net  interest  income by total
average earning assets.
TRICO BANCSHARES
                                            ANALYSIS OF CHANGE IN NET INTEREST
                                                 MARGIN ON EARNING ASSETS
                                                      (in thousands)
                                                                    Nine Months Ended
                                               30-Sep-00                                        30-Sep-99

                                Average         Income/         Yield/           Average         Income/         Yield/
                                Balance1        Expense         Rate             Balance1        Expense         Rate
Assets
Earning assets
  Loans 2,3                        $ 619,624        $ 45,918         9.88%         $ 558,251        $ 39,251          9.37%
  Securities4                        220,188          11,404         6.91%           253,008          12,032          6.34%
  Federal funds sold                   6,331             278         5.85%             2,296              83          4.82%
  Deposits in banks                      800              34         5.67%                 -               -
                                -------------   -------------                    ------------    ------------
    Total earning assets             846,943          57,634         9.07%           813,555          51,366          8.42%
                                                -------------                                    ------------
Cash and due from bank                37,456                                          35,762
Premises and equipment                16,471                                          16,272
Other assets, net                     41,681                                          36,576
Less:  allowance
  for loan losses                    (11,776)                                         (9,198)
                                -------------                                    ------------
      Total                        $ 930,775                                       $ 892,967
                                =============                                    ============

Liabilities
  and shareholders' equity
Interest-bearing
  Demand deposits                  $ 148,195           1,752         1.58%         $ 144,364           1,697          1.57%
  Savings deposits                   218,015           5,060         3.09%           222,323           5,046          3.03%
  Time deposits                      272,670          11,272         5.51%           250,856           8,841          4.70%
Federal funds purchased               10,129             512         6.74%             9,287             351          5.04%
Repurchase agreements                  2,014              99         6.55%               821              30          4.87%
Long-term debt                        50,423           2,264         5.99%            47,684           1,963          5.49%
                                -------------   -------------                    ------------    ------------
   Total interest-bearing
      liabilities                    701,446          20,959         3.98%           675,335          17,928          3.54%
                                                -------------                                    ------------
Noninterest-bearing deposits         139,117                                         131,942
Other liabilities                     13,147                                          12,696
Shareholders' equity                  77,065                                          72,994
                                -------------                                    ------------
    Total liabilities
      and shareholders' equity     $ 930,775                                       $ 892,967
                                =============                                    ============

Net interest rate spread5                                            5.09%                                            4.88%
Net interest income                                 $ 36,675                                        $ 33,438
                                                =============                                    ============
  net interest margin6                                 5.77%                                           5.48%
                                                =============                                    ============
1Average balances are computed principally on the basis of daily balances.
2Nonaccrual loans are included.
3Interest  income  on loans  includes  fees on loans of  $2,150,000  in 2000 and
$2,194,000 in 1999.
4Interest  income is stated on a tax  equivalent  basis of 1.52 at September 30,
2000 and 1999.
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 thousands)

                     For the three months ended Septemer 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                    ----------     ----------    ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 1,522         $ 970        $ 2,492
    Investment securities3              (299)          163           (136)
    Federal funds sold                   (13)            8             (5)
    Deposits in banks                     11             -             11
                                    ----------    ----------    ----------
      Total                            1,221         1,141          2,362
                                    ----------    ----------    ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  17             1             18
    Savings deposits                     (39)           78             39
    Time deposits                        184           732            916
    Federal funds purchased              177            62            239
    Short-term debt                        8             4             12
    Long-term debt                        41           139            180
                                    ----------    ----------    ----------
      Total                              388         1,016          1,404
                                    ----------    ----------    ----------

Increase (decrease) in
  net interest income                $   833         $ 125        $   958
                                    ==========    ==========    ==========

1Nonaccrual loans are included.
2Interest  income on loans  includes fee income on loans of $829,000 in 2000 and
$706,000 in 1999.
3Interest  income is stated on a tax equivalent  basis of 1.52 for September 30,
2000 and 1999.
4The rate/volume variance has been included in the rate variance.
TRICO BANCSHARES
                       ANALYSIS OF VOLUME AND RATE CHANGES
                       ON NET INTEREST INCOME AND EXPENSE
                                 (in thousands)

                     For the Nine Months Ended September 30,
                                 2000 over 1999

                                                    Yield/
                                      Volume         Rate4         Total
                                   ----------     ----------     ----------
Increase (decrease) in
  interest income:
    Loans 1,2                        $ 4,313       $ 2,354        $ 6,667
    Investment securities3            (1,561)          933           (628)
    Federal funds sold                   146            49            195
    Deposits in banks                     34             -             34
                                   ----------     ----------     ----------
      Total                            2,932         3,336          6,268
                                   ----------     ----------     ----------

Increase (decrease) in
  interest expense:
    Demand deposits
      (interest-bearing)                  45            10             55
    Savings deposits                     (98)          112             14
    Time deposits                        769         1,662          2,431
    Federal funds purchased               32           129            161
    Short-term debt                       44            25             69
    Long-term debt                       113           188            301
                                   ----------     ----------     ----------
      Total                              905         2,126          3,031
                                   ----------     ----------     ----------

Increase (decrease) in
  net interest income                $ 2,027       $ 1,210        $ 3,237
                                   ==========     ==========     ==========

1Nonaccrual loans are included.
2Interest income on loans includes fee income on loans of $2,150,000 in 2000 and
$2,194,000 in 1999.
3Interest  income is stated on a tax equivalent  basis of 1.52 for September 30,
2000 and 1999.
4The rate/volume variance has been included in the rate variance.
Provision for Loan Losses

The Bank provided $1,800,000 for loan losses in the third quarter of 2000 versus
$875,000 in 1999.  Net  charge-offs  for all loans in the third  quarter of 2000
totaled  $3,174,000  versus $206,000 in the year earlier  period.  Excluding the
effect of the $3,000,000 charge-off related to the one borrower noted above, net
charge-offs for the third quarter of 2000 would have been $174,000.

Noninterest Income

Noninterest  income for the third quarter of 2000 increased  $486,000 (17.1%) to
$3,334,000  from the same  period  in 1999.  Gains on the sale of loans  were up
$67,000 (48%) to $205,000.  Commissions  on the sale of  non-deposit  investment
products were up $170,000 (33%) to $681,000. ATM fee income was up $72,000 (28%)
to $328,000.

For the nine months ended  September  30,  noninterest  income was up $2,022,000
(22.0%) over the same period for 1999.  As described  above,  during the quarter
ended  March 31,  2000 the Company  recorded a one-time  pre-tax  income item of
$1,510,000  from the receipt of common stock.  Excluding  this  one-time  event,
noninterest  income for the nine  months  ended  September  30,  2000 would have
increased $512,000 (5.6%). Service charges and fee income was up $284,000 (5.4%)
to 5,563,000 mainly due to increased ATM fees. Other income increased $1,738,000
(44.6%) to $5,637,000. Significant changes in the following items contributed to
the net  increase:  $1,510,000  from the receipt of common  stock  noted  above,
commissions  on  non-deposit  investment  product  sales  increased  $454,000 to
$2,166,000,  gain on sale of loans decreased  $308,000 to $385,000,  and gain on
sale of other real estate owned decreased $106,000 to $68,000.

Noninterest Expense

Noninterest expense increased $665,000 (7.7%) to $9,305,000 in the third quarter
2000  versus the same  period in 1999.  Salary  and  benefit  expense  increased
$492,000 (11.1%) to $4,946,000.  The Company's  Paradise,  Modesto,  and Visalia
branches,  which were opened in August  2000,  January  2000,  and August  1999,
respectively,  accounted  for  $103,000 of the increase in salaries and benefits
expense.  Increases in personnel and commission  payments related to the sale of
non-deposit  investment  products  accounted for an  additional  $136,000 of the
increase in salaries and benefits  expense noted above.  Excluding the increases
due to the recently opened branches and  non-deposit  investment  products noted
above,  salaries and benefits  expense would have  increased  5.7% from the year
early quarter. Other expenses increased $173,000 (4.1%) to $4,359,000.

For the first nine months noninterest  expenses  increased  $1,766,000 (6.8%) in
2000 compared to 1999. Salary and benefit expense increased  $1,361,000  (10.2%)
on a year-over-year  basis.  Base salaries  increased  $953,000  (10.5%).  Other
expenses  increased  $405,000 (3.2%).  There was no significant single item that
contributed to the 3.2% increase in other expenses.
Provision for Income Taxes

The effective tax rate for the nine months ended September 30, 2000 is 36.9% and
reflects  an increase  from 36.7% in the year  earlier  period.  The tax rate is
lower than the statutory rate of 40.4% due primarily to nontaxable earnings from
municipal bonds.

Loans

At September 30, 2000,  loan balances  were  $49,466,000  (8.2%) higher than the
ending  balances at September 30, 1999 and  $62,828,000  (10.7%) higher than the
ending balances at December 31, 1999. On a year-over-year basis at September 30,
commercial,  real estate  mortgage,  and consumer  loan  balances were higher by
$24,215,000 (8.6%),  $13,948,000 (6.7%), and $18,843,000 (24.4%),  respectively.
Real estate construction loan balances were lower by $7,540,000 (20.9%).

Securities

At  September  30,  2000,  securities  available-for-sale  had a fair  value  of
$214,063,000  and an amortized cost of  $219,939,000.  This portfolio  contained
mortgage-backed  securities  with an  amortized  cost of  $121,833,000  of which
$15,794,000 were CMOs.
Nonperforming Loans

As shown in the  following  table,  total  nonperforming  assets have  increased
$12,287,000  (357%) to  $15,728,000  in the first nine months of 2000.  As noted
above,  $10,000,000 of the $15,728,000  nonperforming asset balance at September
30,  2000 was due to a single  borrower  relationship  that  was  classified  as
nonaccrual in the third quarter of 2000. Nonperforming assets represent 1.63% of
total  assets,  compared to 0.37% at year-end  1999.  All  nonaccrual  loans are
considered to be impaired when  determining  the valuation  allowance under SFAS
114. The Bank continues to make a concerted effort to work problem and potential
problem loans to reduce risk of loss.

                                         September 30,     December 31,
                                             2000              1999

Nonaccrual loans                            $ 14,082           $ 1,758
Accruing loans past due 90 days or more          865               923
Restructured loans (in compliance with
  modified terms)                                  -                 -
                                           ----------        ----------
     Total nonperforming loans                14,947             2,681
Other real estate owned                          781               760
                                           ----------        ----------
     Total nonperforming assets             $ 15,728           $ 3,441
                                           ==========        ==========
Nonperforming loans to total loans              2.30%             0.46%
Allowance for loan losses to
  nonperforming loans                             75%              412%
Nonperforming assets to total assets            1.63%             0.37%
Allowance for loan losses to
  nonperforming assets                            71%              321%
Allowance for Loan Loss

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

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

The Company's method for assessing the appropriateness of the allowance includes
specific  allowances  for  identified  problem loans and leases as determined by
FASB 114,  formula  allowance  factors for pools of credits,  and allowances for
changing   environmental  factors  (e.g.,   interest  rates,  growth,   economic
conditions,  etc.). Allowance factors for loan pools are based on the previous 5
years historical loss experience by product type.  Allowances for specific loans
are based on FASB 114 analysis of individual  credits.  Allowances  for changing
environmental  factors are  Management's  best  estimate of the probable  impact
these  changes  have  had on the loan  portfolio  as a whole.  This  process  is
explained  in  detail  in the  notes  to the  Company's  Consolidated  Financial
Statements  in its Annual  Report on Form 10-K for the year ended  December  31,
1999.
The following table presents information  concerning the allowance and provision
for loan losses.

                                     For the Nine Months Ended September 30,
                                         2000                     1999
                                                 (in thousands)
Balance, Beginning of period           $ 11,037                  $ 8,206
Provision charged to operations           3,500                    2,585
Loans charged off                        (3,626)                    (514)
Recoveries of loans previously
  charged off                               307                      108
                                     ------------             ------------
Balance, end of period                 $ 11,218                 $ 10,385
                                     ============             ============

Ending loan portfolio                 $ 650,807                $ 601,341
                                     ============             ============
Allowance as a percentage
  of ending loan portfolio                 1.72%                    1.73%
                                     ============             ============

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  September 30, 2000:
Total Capital to Risk Weighted Assets:
    Consolidated                     $88,332   11.93%       =>$59,227 =>8.0%     =>$74,034  =>10.0%
    Tri Counties Bank                $86,622   11.72%       =>$59,115 =>8.0%     =>$73,894  =>10.0%
Tier I Capital to Risk Weighted Assets:
    Consolidated                     $79,078   10.68%       =>$29,613 =>4.0%     =>$44,420  => 6.0%
    Tri Counties Bank                $77,361   10.47%       =>$29,558 =>4.0%     =>$44,337  => 6.0%
Tier I Capital to Average Assets:
    Consolidated                     $79,078    8.32%       =>$37,999 =>4.0%     =>$47,499  => 5.0%
    Tri Counties Bank                $77,361    8.16%       =>$37,945 =>4.0%     =>$47,431  => 5.0%
Item 3. MARKET RISK MANAGEMENT

There have not been any significant  changes in the risk  management  profile of
the Bank since December 31, 1999.
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.

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

(b)  Reports on Form 8-K:

         None
SIGNATURES

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

                                TRICO BANCSHARES

Date      November 7, 2000                                /s/ Richard P. Smith
       ----------------------                           -----------------------
                                                        President and
                                                        Chief Executive Officer

Date      November 7, 2000                                /s/ Thomas J. Reddish
       ----------------------                           -----------------------
                                                        Vice President and
                                                        Chief Financial Officer