UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                                January 30, 2008

                                TriCo Bancshares
             (Exact name of registrant as specified in its charter)

       California                   0-10661                   94-2792841
------------------------        ---------------          --------------------
     (State or other         (Commission File No.)         (I.R.S. Employer
     jurisdiction of                                      Identification No.)
incorporation or organization)

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

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

 [ ] Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

 [ ] Soliciting  material pursuant to rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

 [ ] Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

 [ ] Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


Item 2.02:  Results of Operations and Financial Condition
---------------------------------------------------------

On January 30, 2008 TriCo  Bancshares  announced its quarterly  earnings for the
period  ended  December  31,  2007.  A copy of the press  release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01: Exhibits
-------------------

(c)  Exhibits

         99.1  Press release dated January 30, 2008





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:  January 30, 2008       By:  /s/ Thomas J. Reddish
                                   --------------------------------------
                                   Thomas J. Reddish, Executive Vice
                                   President and Chief Financial Officer
                                   (Principal Financial and Accounting
                                   Officer)


INDEX TO EXHIBITS

Exhibit No.                Description
-----------                --------------------------------------------

    99.1                   Press release dated January 30, 2008





PRESS RELEASE                                     Contact:  Thomas J. Reddish
For Immediate Release                             Executive Vice President & CFO
                                                  (530) 898-0300

 TRICO BANCSHARES ANNOUNCES ANNUAL AND QUARTERLY EARNINGS FOR THE PERIODS ENDED
                               DECEMBER 31, 2007


CHICO,  Calif. - (January 30, 2008) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced annual earnings of $25,693,000 for
the year ended December 31, 2007.  This represents a 4.2% decrease when compared
with  earnings of  $26,830,000  for the year ended  December 31,  2006.  Diluted
earnings per share for the year ended  December 31, 2007 decreased 4.3% to $1.57
from $1.64 for the year ended  December  31,  2006.  Total assets of the Company
increased  $61  million  (3.2%) to $1.981  billion at  December  31, 2007 versus
$1.920  billion at December 31, 2006.  Total loans of the Company  increased $42
million  (2.8%) to $1.552  billion at December 31, 2007 versus $1.510 billion at
December 31, 2006. Total deposits of the Company decreased $54 million (3.4%) to
$1.545 billion at December 31, 2007 versus $1.599 billion at December 31, 2006.

Net income for the quarter ended December 31, 2007 decreased 17.6% to $5,701,000
from  $6,918,000 in the quarter ended  December 31, 2006.  Diluted  earnings per
share decreased 16.7% to $0.35 in the quarter ended December 31, 2007 from $0.42
in the quarter ended December 31, 2006.

The  decrease  in  earnings  for the quarter  ended  December  31, 2007 over the
year-ago quarter was due to a $414,000 (1.9%) decrease in net interest income to
$21,310,000,  a $1,350,000  increase in provision for loan losses from $0 in the
year-ago  quarter,  and a $749,000  (4.4%)  increase in  noninterest  expense to
$17,751,000,  which were  partially  offset by a  $487,000  (7.3%)  increase  in
noninterest income to $7,114,000 from the year-ago quarter.

The  $414,000  decrease  in net  interest  income  was due to a 28  basis  point
decrease in fully tax-equivalent net interest margin to 4.85% during the quarter
ended December 31, 2007 versus 5.13% during the quarter ended December 31, 2006,
which was partially  offset by a $65 million (3.8%)  increase in average balance
of  interest-earning  assets when  compared to the year-ago  quarter.  The fully
tax-equivalent  net interest margin was 5.12% during the quarter ended September
30, 2007.  The  decrease in fully  tax-equivalent  net interest  margin to 4.85%
during the quarter ended  December 31, 2007 was due to many factors  including a
100 basis point  decrease in the prime lending rate between  August 31, 2007 and
December 31, 2007 which directly  impacted the interest  earned on the Company's
variable  rate  loans  tied to the prime  lending  rate,  a lag in the  downward
repricing of interest-bearing liabilities compared to interest-earning assets, a
change in the mix of interest-bearing liabilities towards a higher percentage of
certificates of deposit and other borrowings,  and credit and liquidity troubles
at some of our competitors which caused them to offer exceptionally high deposit
rates which in turn kept deposit  rates for the entire  industry  elevated  more
than they possibly otherwise would be.

The  provision  for loan loss was  $1,350,000  and $0 during the quarters  ended
December 31, 2007 and December 31, 2006, respectively. Net loan charge-offs were
$1,158,000 during the quarter ended December 31, 2007 compared to $79,000 during
the quarter ended  December 31, 2006.  The  $1,158,000  of net loan  charge-offs
during the  quarter  ended  December  31,  2007 were  comprised  of  $556,000 of
indirect auto loans,  $436,000 of home equity lines of credit and loans, $84,000
of small business loans, and $82,000 of other loans. Nonperforming loans, net of
government agency  guarantees,  were $7,511,000 at December 31, 2007 compared to
$4,512,000  at December 31, 2006.  The  Company's  allowance  for losses,  which
consists  of the  allowance  for  loan  losses  and  the  reserve  for  unfunded
commitments,  was  $19,421,000 or 1.25% of total loans  outstanding  and 259% of
nonperforming  loans at December 31, 2007  compared to  $18,763,000  or 1.24% of
total loans outstanding and 416% of nonperforming loans at December 31, 2006.

The $749,000  (4.4%)  increase in  noninterest  expense during the quarter ended
December 31, 2007 compared to the year-ago  quarter was due to a $325,000 (3.5%)
increase in salaries and benefits  expense to $9,730,000  and a $602,000  (8.3%)
increase in other noninterest  expenses to $7,849,000.  The increase in salaries
and benefits expense was due to increases in base salaries and benefits expenses
that were partially offset by a decrease in incentive  compensation expense. The
increase in other noninterest expense was primarily due to increased  occupancy,
equipment,   and  marketing  expense  that  were  partially  offset  by  reduced
intangible amortization.

The  $487,000  (7.3%)  increase in  noninterest  income was  primarily  due to a
$606,000 (12.3%)  increase in service charges and fees to $5,546,000  during the
quarter ended December 31, 2007 from the quarter ended December 31, 2006.  Other
noninterest  income  decreased  $119,000  (7.1%) to  $1,568,000  due mainly to a
$314,000 (58%) decrease in income from cash value of life insurance to $230,000,
and a $111,000 (31.8%) decrease in gain on sale of loans to $238,000,  that were
partially  offset  by a  $281,000  (67.4%)  increase  in  commission  on sale of
nondeposit investment products to $698,000.

As of December  31,  2007,  the Company  had not  repurchased  any shares of its
common stock under its stock  repurchase plan adopted on August 21, 2007,  which
left 500,000 shares available for repurchase under the plan.

Richard Smith,  President and Chief Executive Officer  commented,  "Earnings for
the  fourth  quarter  of 2007  proved  to be very  challenging  for the  banking
industry as well as our bank.  The  difference is that our lower earnings in the
fourth  quarter  are based more upon lower  asset  yields as a result of a lower
prime rate and  liabilities  that could not  re-price  quickly  due to  industry
liquidity challenges.  Our earnings results were only minimally affected by loan
losses as our loan  portfolio  has held up well  during  this  slowing  economic
cycle."

In addition to the historical  information  contained herein, this press release
contains certain  forward-looking  statements.  The reader of this press release
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 press release  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.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 32-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 25 in-store branch locations
in 23  California  counties.  Tri Counties  Bank offers  financial  services and
provides  a  diversified   line  of  products  and  services  to  consumers  and
businesses,  which include demand, savings and time deposits,  consumer finance,
online banking,  mortgage lending,  and commercial banking throughout its market
area.  It  operates  a  network  of 64 ATMs  and a  24-hour,  seven  days a week
telephone customer service center. Brokerage services are provided at the Bank's
offices by the Bank's association with Raymond James Financial, Inc. For further
information    please    visit   the   Tri    Counties    Bank    web-site    at
http://www.tricountiesbank.com.





                 TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
              (Unaudited. Dollars in thousands, except share data)
                               Three months ended
                                         -------------------------------------------------------------------------------------
                                               December 31,      September 30,     June 30,       March 31,       December 31,
                                                  2007               2007            2007           2007             2005
                                         -------------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                    $32,179        $32,442        $31,986        $30,661         $31,545
Interest expense                                    10,869         10,602          9,895          9,216           9,821
Net interest income                                 21,310         21,840         22,091         21,445          21,724
Provision for loan losses                            1,350            700            500            482               -
Noninterest income:
      Service charges and fees                       5,546          5,218          5,375          5,061           4,940
      Other income                                   1,568          1,629          1,654          1,539           1,687
Total noninterest income                             7,114          6,847          7,029          6,600           6,627
Noninterest expense:
      Base salaries net of deferred
          loan origination costs                     6,504          6,142          5,940          5,995           5,885
      Incentive compensation expense                   873            452          1,281          1,203           1,408
      Employee benefits and other
         compensation expense                        2,353          2,381          2,398          2,544           2,112
         Total salaries and benefits expense         9,730          8,975          9,619          9,742           9,405
      Intangible amortization                          122            122            122            123             350
      Provision for losses -
       unfunded commitments                             50              -             74            117               -
      Other expense                                  7,849          7,655          7,628          6,978           7,247
Total noninterest expense                           17,751         16,752         17,443         16,960          17,002
Income before taxes                                  9,323         11,235         11,177         10,603          11,349
Net income                                          $5,701         $6,793         $6,755         $6,444          $6,918
Share Data
Basic earnings per share                             $0.36          $0.43          $0.42          $0.41           $0.44
Diluted earnings per share                            0.35           0.42           0.41           0.39            0.42
Book value per common share                          11.87          11.50          11.22          10.96           10.69
Tangible book value per common share                $10.82         $10.44         $10.16          $9.89           $9.60
Shares outstanding                              15,911,550     15,891,300     15,917,291     15,910,291      15,857,207
Weighted average shares                         15,908,151     15,889,061     15,916,313     15,878,929      15,857,166
Weighted average diluted shares                 16,265,571     16,310,631     16,463,389     16,415,845      16,396,320
Credit Quality
Non-performing loans, net of
       government agency guarantees                 $7,511         $7,507        $13,360         $5,991          $4,512
Other real estate owned                                187            187            187            187               -
Loans charged-off                                    1,425            843            751            739             498
Loans recovered                                       $267           $283           $355           $238            $419
Allowance for losses to total loans(1)               1.25%          1.25%          1.26%          1.26%           1.24%
Allowance for losses to NPLs(1)                       259%           255%           143%           315%            416%
Allowance for losses to NPAs(1)                       252%           249%           141%           305%            416%
Selected Financial Ratios
Return on average total assets                       1.17%          1.44%          1.44%          1.38%           1.46%
Return on average equity                            12.08%         14.92%         15.11%         14.79%          16.23%
Average yield on loans                               7.64%          7.93%          7.93%          7.63%           7.81%
Average yield on interest-earning assets             7.29%          7.58%          7.58%          7.30%           7.43%
Average rate on interest-bearing liabilities         3.16%          3.18%          3.02%          2.85%           2.97%
Net interest margin (fully tax-equivalent)           4.85%          5.12%          5.25%          5.12%           5.13%
Total risk based capital ratio                       11.9%          11.7%          11.8%          11.8%           11.4%
Tier 1 Capital ratio                                 10.9%          10.7%          10.8%          10.8%           10.4%

(1)      Allowance for losses includes allowance for loan losses and reserve for unfunded commitments.






                 TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
              (Unaudited. Dollars in thousands, except share data)
                               Three months ended
                                         -------------------------------------------------------------------------------------
                                                 December 31,     September 30,     June 30,       March 31,      December 31,
                                                     2007             2007           2007           2007            2006
                                          ------------------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
Cash and due from banks                             $88,798         $70,791         $93,636         $75,263        $102,220
Federal funds sold                                        -             488           1,715               -             794
Securities, available-for-sale                      232,427         239,242         175,891         188,478         198,361
Federal Home Loan Bank Stock                          8,766           8,652           8,543           8,442           8,320
Loans
      Commercial loans                              164,815         165,559         159,822         142,083         153,105
      Consumer loans                                535,819         542,875         526,575         516,550         525,513
      Real estate mortgage loans                    716,013         697,670         687,744         687,088         679,661
      Real estate construction loans                135,319         128,972         133,487         149,893         151,600
Total loans, gross                                1,551,966       1,535,076       1,507,628       1,495,614       1,509,879
Allowance for loan losses                           (17,331)        (17,139)        (16,999)        (16,895)        (16,914)
Premises and equipment                               20,492          20,804          20,891          20,924          21,830
Cash value of life insurance                         44,981          44,751          44,346          43,941          43,536
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                     1,176           1,298           1,421           1,543           1,666
Other assets                                         33,827          34,041          34,436          33,492          34,755
Total assets                                      1,980,621       1,953,523       1,887,027       1,866,321       1,919,966
Deposits
      Noninterest-bearing demand deposits           378,680         345,467         366,321         364,401         420,025
      Interest-bearing demand deposits              216,952         214,726         226,591         235,497         230,671
      Savings deposits                              383,226         386,866         387,422         381,069         374,605
      Time certificates                             566,365         585,083         530,545         555,882         573,848
Total deposits                                    1,545,223       1,532,142       1,510,879       1,536,849       1,599,149
Federal funds purchased                              56,000          66,000          80,500          38,000          38,000
Reserve for unfunded commitments                      2,090           2,040           2,040           1,966           1,849
Other liabilities                                    31,066          29,382          28,878          32,524          30,383
Other borrowings                                    116,126          99,996          44,892          41,347          39,911
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,791,743       1,770,798       1,708,427       1,691,924       1,750,530
Total shareholders' equity                          188,878         182,725         178,600         174,397         169,436
Accumulated other
      comprehensive loss                             (1,552)         (3,628)         (4,779)         (3,988)         (4,521)
Average loans                                     1,530,729       1,517,419       1,506,913       1,490,055       1,498,040
Average interest-earning assets                   1,776,770       1,721,547       1,698,620       1,692,574       1,711,743
Average total assets                              1,949,096       1,891,992       1,871,260       1,865,448       1,890,765
Average deposits                                  1,545,369       1,499,793       1,500,733       1,534,473       1,550,979
Average total equity                               $188,753        $182,080        $178,836        $174,262        $170,518