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):

                                April 29, 2009

                                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 April 29, 2009 TriCo  Bancshares  announced  its  quarterly  earnings for the
period ended March 31, 2009. 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 April 29, 2009

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:  April 29, 2009            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 April 29, 2009






PRESS RELEASE                                     Contact:   Richard P. Smith
For Immediate Release                             President & CEO (530) 898-0300

                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS

CHICO,  Calif.  -  (April  29,  2009) - TriCo  Bancshares  (NASDAQ:  TCBK)  (the
"Company"),  parent  company of Tri Counties  Bank,  today  announced  quarterly
earnings of $2,882,000 for the quarter ended March 31, 2009.  This  represents a
decrease of $1,166,000 (28.8%) when compared with earnings of $4,048,000 for the
quarter ended March 31, 2008.  Diluted  earnings per share for the quarter ended
March 31, 2009 decreased  28.0% to $0.18 compared to $0.25 for the quarter ended
March 31, 2008.  Total  assets of the Company  increased  $79,002,000  (4.0%) to
$2,078,352,000  at March 31, 2009 from  $1,999,350,000  at March 31, 2008. Total
loans of the Company increased $19,012,000 (1.2%) to $1,566,956,000 at March 31,
2009 from  $1,547,944,000  at March 31,  2008.  Total  deposits  of the  Company
increased  $198,231,000  (13.0%)  to  $1,726,706,000  at  March  31,  2009  from
$1,528,475,000 at March 31, 2008.

The  decrease in earnings  from the prior year  quarter was  primarily  due to a
$3,700,000  (90%)  increase in the provision for loan losses to $7,800,000  from
$4,100,000  that was  partially  offset by a $1,633,000  (7.6%)  increase in net
interest  income  to  $22,998,000  in the  quarter  ended  March  31,  2009 from
$21,365,000 in the quarter ended March 31, 2008.

The increase in the  provision  for loan losses was  primarily due to higher net
loan  charge-offs,   increased  non-performing  loans  and  downgrades  in  loan
classifications  during the first  quarter of 2009 compared to the first quarter
of 2008.  During the first quarter of 2009, the Company  recorded  $2,616,000 of
net loan  charge-offs  versus  $2,048,000 of net loan  charge-offs  in the first
quarter of 2008.  The  $568,000  (27.7%)  increase in net loan  charge-offs  was
principally related to home equity lines of credit and small business loans that
were partially  offset by reduced net  charge-offs  of residential  construction
loans when compared to the year-ago quarter.  Non-performing  loans,  defined as
non-accruing  loans  and  accruing  loans  delinquent  90 days or  more,  net of
government guarantees were $34,360,000,  $27,525,000 and $9,850,000 at March 31,
2009, December 31, 2008 and March 31, 2008, respectively.

Net  interest  income on a fully  tax-equivalent  (FTE)  basis  during the first
quarter of 2009  increased  $1,605,000  (7.5%)  from the same  period in 2008 to
$23,151,000.  The  increase  in net  interest  income  (FTE)  was due to a 0.17%
increase in net interest margin (FTE) to 4.91% and a $69,909,000 (3.9%) increase
in average balances of interest-earning  assets to $1,887,121,000.  The increase
in net  interest  margin was mainly due to rate floors on most of the  Company's
adjustable rate loans that caused  decreases in rates paid for  interest-bearing
liabilities to exceed decreases in rates earned on interest-earning assets.

Noninterest  income for the first quarter of 2009 decreased $235,000 (3.4%) from
the first  quarter of 2008 due  primarily to a $396,000  gain from the Company's
membership in VISA, Inc. and VISA's initial public offering (IPO) in March 2008,
and a $253,000  (6.6%)  decrease  in service  charges  on  deposit  accounts  to
$3,585,000  that were partially  offset by a $383,000 (148%) increase in gain on
sale of loans  and a  $167,000  improvement  in  change  in  value  of  mortgage
servicing rights over the year-ago  quarter.  The decrease in service charges on
deposit accounts is due to reduced non-sufficient funds fees as customers reduce
their buying due to current economic conditions.  These same economic conditions
have resulted in lower mortgage rates that have increased refinance activity and
improved gain on sale of loans for the Company.  The following table  summarizes
the components of noninterest income for the periods indicated (in thousands):

                                                  Three months ended March 31,
                                                  ----------------------------
                                                      2009           2008
                                                  ----------------------------
     Service charges on deposit accounts             $3,585          $3,838
     ATM fees and interchange                         1,098           1,079
     Other service fees                                 542             551
     Change in value of mortgage servicing rights      (173)           (340)
     Gain on sale of loans                              641             258
     Commissions on sale of
       nondeposit investment products                   489             420
     Increase in cash value of life insurance           280             360
     Gain from VISA IPO                                   -             396
     Other noninterest income                           153             288
                                                  ----------------------------
     Total noninterest income                        $6,615          $6,850
                                                  ============================





Noninterest  expense for the first  quarter of 2009  decreased  $372,000  (2.1%)
compared to the first quarter of 2008.  Salaries and benefits expense  increased
$309,000 (3.3%) to $9,789,000. The increase in salaries and benefits expense was
mainly  due  to  annual  salary  increases.  Provision  for  losses  -  unfunded
commitments decreased $650,000 (79%) to $175,000 for the quarter ended March 31,
2009 due  primarily to estimated  losses  related to home equity lines of credit
and  construction  loans that were  recognized in the first quarter of 2008. The
components of noninterest expense were as follows (in thousands):

                                                  Three months ended March 31,
                                                  ----------------------------
                                                      2009           2008
                                                  ----------------------------
     Base salaries, net of
        deferred loan origination costs               $6,576        $6,333
     Incentive compensation                              588           560
     Benefits and other compensation costs             2,625         2,587
                                                  ----------------------------
       Total salaries and benefits expense             9,789         9,480
                                                  ----------------------------
     Occupancy                                         1,235         1,188
     Equipment                                           917           982
     Provision for losses - unfunded commitments         175           825
     Data processing and software                        618           615
     Telecommunications                                  332           597
     ATM network charges                                 516           494
     Professional fees                                   311           493
     Advertising and marketing                           398           319
     Postage                                             279           282
     Courier service                                     173           263
     Intangible amortization                             134           123
     Operational losses                                   37           113
     Provision for OREO losses                           162             -
     Assessments                                         302            82
     Other                                             1,823         1,717
                                                  ---------------------------
       Total other noninterest expense                 7,412         8,093
                                                  ---------------------------
         Total noninterest expense                   $17,201       $17,573
                                                  ===========================

Richard Smith,  President and Chief Executive Officer commented,  "Our March 31,
2009  financial  statements  reflect  that while the bank  continues  to produce
strong net  interest  and non  interest  revenues,  we continue to increase  our
provision for loan losses resulting in lower earnings per share as this long and
deep US  recession  continues.  During the  quarter we  continued  to see rising
levels of unemployment throughout California,  reduced spending by consumers and
businesses and declining real estate values resulting in additional  write-downs
and a continued decline in economic activity in our service area.  Despite these
challenging  times,  our core  earnings  allowed  us to  increase  our loan loss
reserves and increase our already strong capital position during the quarter. We
also continued to see strong growth in bank deposits as total deposits increased
$198,231,000  from  March 31,  2008 to March 31,  2009.  This  strong  growth in
deposits  provides us with the funding to meet the lending  needs of the markets
we serve."

The  Company  adopted  a stock  repurchase  plan on  August  21,  2007,  for the
repurchase of up to 500,000  shares of the  Company's  common stock from time to
time as market  conditions  allow. The 500,000 shares  authorized for repurchase
under this plan represented  approximately  3.2% of the Company's  approximately
15,815,000  common shares  outstanding  as of August 21, 2007.  This plan has no
stated  expiration date for the  repurchases.  As of March 31, 2009, the Company
had  repurchased  166,600  shares  under this plan,  which left  333,400  shares
available for repurchase under the plan.

In addition to the historical  information  contained herein, this press release
may contain certain forward-looking statements within the meaning of the Private
Securities  Litigation  Reform Act of 1995.  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,  interest  rate  fluctuations,
economic  conditions in the  Company's  primary  market area,  demand for loans,
regulatory and accounting changes, 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
detailed  in the  Company's  reports  filed  with the  Securities  and  Exchange
Commission which are incorporated  herein by reference,  including the Form 10-K
for the year ended  December  31,  2008.  These  reports and 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.  Any forward-looking  statement may turn out to be wrong
and  cannot be  guaranteed.  The  Company  does not  intend to update any of the
forward-looking statements after the date of this release.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 34-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
                                              --------------------------------------------------------------------------------
                                               March 31,         December 31,      September 30,     June 30,       March 31,
                                                  2009               2008            2008           2008             2008
                                              ================================================================================
                                                                                                    
Statement of Income Data
Interest income                                    $28,882         $29,679        $29,971        $30,332         $31,130
Interest expense                                     5,884           7,064          7,252          7,471           9,765
Net interest income                                 22,998          22,615         22,719         22,861          21,365
Provision for loan losses                            7,800           5,450          2,600          8,800           4,100
Noninterest income:
      Service charges and fees                       5,052           4,377          5,224          5,826           5,128
      Other income                                   1,563           1,788          1,568          1,454           1,722
Total noninterest income                             6,615           6,165          6,792          7,280           6,850
Noninterest expense:
      Base salaries net of deferred
          loan origination costs                     6,576           6,394          6,331          6,316           6,333
      Incentive compensation expense                   588             794            675            830             560
      Employee benefits and other
         compensation expense                        2,625           2,368          2,425          2,499           2,587
         Total salaries and benefits expense         9,789           9,556          9,431          9,645           9,480
      Intangible amortization                          134             135            133            133             122
      Provision for losses -
       unfunded commitments                            175            (800)          (100)           550             825
      Other expense                                  7,103           7,841          7,125          7,516           7,146
Total noninterest expense                           17,201          16,732         16,589         17,844          17,573
Income before taxes                                  4,612           6,598         10,322          3,497           6,542
Net income                                          $2,882          $4,241         $6,235         $2,274          $4,048
Share Data
Basic earnings per share                             $0.18           $0.27          $0.40          $0.14           $0.26
Diluted earnings per share                            0.18            0.26           0.39           0.14            0.25
Book value per common share                          12.71           12.56          12.14          11.86           12.02
Tangible book value per common share                $11.69          $11.54         $11.10         $10.81          $10.97
Shares outstanding                              15,782,753      15,756,101     15,744,881     15,744,881      15,744,950
Weighted average shares                         15,774,624      15,750,857     15,744,881     15,744,881      15,842,085
Weighted average diluted shares                 16,019,488      16,068,456     15,951,668     15,953,288      16,081,722
Credit Quality
Non-performing loans, net of
       government agency guarantees                $34,360         $27,525        $17,041        $14,808          $9,850
Foreclosed assets, net of allowance                  2,407           1,185          1,178          1,178             836
Loans charged-off                                    3,001           2,780          2,578          4,176           2,385
Loans recovered                                       $385            $332           $285           $274            $337
Allowance for losses to total loans(1)               2.27%           1.90%          1.79%          1.80%           1.44%
Allowance for losses to NPLs(1)                       103%            110%           164%           187%            226%
Allowance for losses to NPAs(1)                        97%            105%           153%           174%            209%
Selected Financial Ratios
Return on average total assets                       0.56%           0.85%          1.26%          0.46%           0.81%
Return on average equity                             5.70%           8.66%         13.04%          4.74%           8.37%
Average yield on loans                               6.52%           6.73%          6.92%          6.99%           7.22%
Average yield on interest-earning assets             6.15%           6.48%          6.68%          6.71%           6.80%
Average rate on interest-bearing liabilities         1.63%           2.07%          2.06%          2.11%           2.78%
Net interest margin (fully tax-equivalent)           4.91%           4.95%          5.07%          5.06%           4.74%
Total risk based capital ratio                       12.7%           12.4%          12.4%          12.3%           12.1%
Tier 1 Capital ratio                                 11.4%           11.2%          11.1%          11.0%           10.9%
(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
                                             --------------------------------------------------------------------------------
                                                  March 31,       December 31,   September 30,      June 30,       March 31,
                                                    2009             2008           2008             2008            2008
                                             ================================================================================
                                                                                                    
Balance Sheet Data
Cash and due from banks                            $137,241         $86,355         $67,300         $76,658         $74,713
Federal funds sold                                        -               -               -               -               -
Securities, available-for-sale                      279,122         266,561         241,900         253,129         272,276
Federal Home Loan Bank Stock                          9,235           9,235           9,147           9,010           8,885
Loans
      Commercial loans                              169,765         189,645         189,837         178,104         157,832
      Consumer loans                                499,168         514,448         513,132         518,200         525,065
      Real estate mortgage loans                    813,889         802,527         770,553         751,651         729,704
      Real estate construction loans                 84,134          84,229          89,714          95,369         135,343
Total loans, gross                                1,566,956       1,590,849       1,563,236       1,543,324       1,547,944
Allowance for loan losses                           (32,774)        (27,590)        (24,588)        (24,281)        (19,383)
Premises and equipment                               18,537          18,841          19,094          19,580          20,069
Cash value of life insurance                         47,095          46,815          46,061          45,701          45,341
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                       519             653             786             920           1,053
Other assets                                         36,902          35,952          38,012          40,930          32,933
Total assets                                      2,078,352       2,043,190       1,976,467       1,980,490       1,999,350
Deposits
      Noninterest-bearing demand deposits           371,639         401,247         334,015         347,336         358,684
      Interest-bearing demand deposits              269,807         241,560         228,441         215,530         216,478
      Savings deposits                              426,001         380,799         374,640         382,918         398,763
      Time certificates                             659,259         645,664         626,745         565,269         554,550
Total deposits                                    1,726,706       1,669,270       1,563,841       1,511,053       1,528,475
Federal funds purchased                                   -               -          67,000         123,750         102,300
Reserve for unfunded commitments                      2,740           2,565           3,365           3,465           2,915
Other liabilities                                    31,041          30,180          30,048          29,250          31,355
Other borrowings                                     76,081         102,005          79,873          85,048         103,767
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,877,806       1,845,258       1,785,365       1,793,804       1,810,050
Total shareholders' equity                          200,546         197,932         191,102         186,686         189,300
Accumulated other
      comprehensive gain (loss)                       3,474           2,056          (2,455)         (2,980)             25
Average loans                                     1,566,350       1,565,343       1,549,009       1,546,257       1,535,357
Average interest-earning assets                   1,887,121       1,840,915       1,806,010       1,819,222       1,817,212
Average total assets                              2,049,193       1,995,239       1,974,392       1,986,674       1,988,666
Average deposits                                  1,688,704       1,625,574       1,545,435       1,507,252       1,511,604
Average total equity                               $202,126        $195,828        $191,211        $192,005        $193,449