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):

                                July 26, 2007

                                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 July 26, 2007 TriCo Bancshares announced its quarterly earnings for the
period ended June 30, 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 July 26, 2007





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:  July 30, 2007          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 July 26, 2007







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

                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS

CHICO,  Calif.  - (July 26,  2007) - TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced  quarterly  earnings of $6,755,000
for the quarter  ended June 30,  2007.  This  represents  a 3.0%  increase  when
compared  with  earnings  of  $6,557,000  for the quarter  ended June 30,  2006.
Diluted earnings per share for the quarter ended June 30, 2007 increased 2.5% to
$0.41  from  $0.40 for the  quarter  ended June 30,  2006.  Total  assets of the
Company  increased  $15,871,000  (0.9%) to  $1,887,027,000 at June 30, 2007 from
$1,871,156,000   at  June  30,  2006.  Total  loans  of  the  Company  increased
$51,620,000  (3.6%) to  $1,507,628,000  at June 30, 2007 from  $1,456,008,000 at
June 30, 2006.  Total  deposits of the Company  decreased  $3,561,000  (0.2%) to
$1,510,879,000 at June 30, 2007 from  $1,514,440,000  at June 30, 2006.  Diluted
earnings  per share for the six months  ended June 30,  2007 and 2006 were $0.80
and  $0.80,   respectively,   on  earnings  of  $13,199,000   and   $13,092,000,
respectively.

The  improvement  in results  from the  year-ago  quarter  was due to a $950,000
(4.4%)   increase  in  fully   tax-equivalent   (FTE)  net  interest  income  to
$22,308,000,  a $54,000  (9.7%)  decrease  in the  provision  for loan losses to
$500,000,  and a $498,000 (7.6%)  increase in noninterest  income to $7,029,000.
These contributing factors were partially offset by a $1,167,000 (7.2%) increase
in noninterest expense to $17,443,000 for the quarter ended June 30, 2007.

The  increase  in net  interest  income  (FTE) was due to a  $21,915,000  (1.3%)
increase in average balances of interest-earning  assets to $1,698,620,000 and a
0.15%  increase in net  interest  margin  (FTE) to 5.25%.  This  increase in net
interest  margin  was  mainly  due to an 0.16%  increase  in the  impact  of net
noninterest-bearing  funds  from  the  year-ago  three  month  period  that  was
partially offset by a 0.01% decrease in net interest spread as the average yield
on  interest-earning  assets  increased  0.51%  while the  average  rate paid on
interest-bearing  liabilities  increased  0.52% from the  year-ago  three  month
period.

The Company  provided  $500,000  for loan  losses in the second  quarter of 2007
versus  $554,000  in the second  quarter of 2006.  During the second  quarter of
2007, the Company  recorded  $396,000 of net loan charge offs versus $305,000 of
net loan  charge-offs  in the year  earlier  quarter.  The  $396,000 of net loan
charge-offs  during the second quarter of 2007 represented 0.11% of average loan
balances on an  annualized  basis.  At June 30,  2007,  the  combination  of the
Company's  allowance  for loan losses  ($16,999,000)  and  reserve for  unfunded
commitments  ($2,040,000)  represented  143%  of  non-performing  loans  net  of
government  agency guarantees  ($13,360,000).  The $13,360,000 of non-performing
loans net of government  guarantees  at June 30, 2007  represents an increase of
$7,369,000  from  the  $5,991,000  balance  of such  loans at  March  31,  2007.
$7,175,000 of the $7,369,000 increase was related to two residential real estate
construction  loans to a single borrower that matured,  were well secured and in
the process of refinance at June 30, 2007 with an entity other than the Company.
The loans were paid off in-full on July 26, 2007.

The increase in noninterest income from the year-ago quarter was mainly due to a
$152,000 (4.1%) increase in service charges on deposit accounts to $3,858,000, a
$150,000  (16.7%)  increase in ATM fees and  interchange  to  $1,046,000,  and a
$115,000 improvement in change in value of mortgage servicing rights to $73,000.
The increase in service charges on deposit  accounts was primarily due to growth
in customer count. The increase in ATM fees and interchange was due to growth in
customer count and expansion of ATM network as part of new branch openings.  The
improvement in change in value of mortgage  servicing rights is primarily due to
a slowdown in refinance  activity  which extends the estimated  life of existing
mortgages and enhances the value of the related mortgage servicing rights.

Noninterest  expense for the second quarter of 2007 increased  $1,167,000 (7.2%)
compared to the second quarter of 2006.  Salaries and benefits expense increased
$1,001,000 (11.6%) to $9,619,000,  mainly due to annual salary increases,  and a
1.5%  increase in average  full time  equivalent  staff made up primarily of new
employees  at the  Company's  recently  opened  branches.  Other  categories  of
noninterest  expense such as equipment,  occupancy and ATM network  charges also
increased, in part, due to these newly opened branches.  Intangible amortization
decreased  $228,000  (65%) to $122,000  during the second quarter of 2007 as the
core  deposit  intangible  related to the  purchase of several  branches in 1997
became fully amortized in the fourth quarter of 2006.

As of June 30, 2007,  the Company had  repurchased  394,371 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which left 105,629  shares  available for  repurchase  under the
plan.




Richard Smith, President and Chief Executive Officer commented,  "We are pleased
with our  results  for the  second  quarter  of 2007 as TriCo  realized  a small
improvement over the second quarter of 2006 results and a nicer improvement over
the first quarter of 2007  results.  We continue to believe that the slowdown in
real estate value  appreciation and real estate activity in general is affecting
both wholesale and retail banking growth rates. However, we are optimistic about
the  prospects  of our Company as we continue  to add  customers  and expand our
franchise  in  a  profitable  manner  despite  the  challenging   interest  rate
environment and competitive pressures."

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 31-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 23 in-store branch locations
in 22  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 62 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 end
                                               ------------------------------------------------------------------------------
                                                    June 30,       March 31,     December 31,    September 30,     June 30,
                                                      2007           2007            2006            2006            2006
                                               ------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $31,986         $30,661         $31,545         $31,421         $29,379
Interest expense                                      9,895           9,216           9,821           9,576           8,275
Net interest income                                  22,091          21,445          21,724          21,845          21,104
Provision for loan losses                               500             482               -             235             554
Noninterest income:
      Service charges and fees                        5,375           5,061           4,940           5,056           4,956
      Other income                                    1,654           1,539           1,687           1,593           1,575
Total noninterest income                              7,029           6,600           6,627           6,649           6,531
Noninterest expense:
      Salaries and benefits                           9,619           9,742           9,405           9,276           8,618
      Intangible amortization                           122             123             350             350             350
      Provision for losses -
       unfunded commitments                              74             117               -               -              36
      Other expense                                   7,628           6,978           7,247           7,400           7,272
Total noninterest expense                            17,443          16,960          17,002          17,026          16,276
Income before taxes                                  11,177          10,603          11,349          11,233          10,805
Net income                                           $6,755          $6,444          $6,918          $6,820          $6,557
Share Data
Basic earnings per share                              $0.42           $0.41           $0.44           $0.43           $0.42
Diluted earnings per share                             0.41            0.39            0.42            0.42            0.40
Book value per common share                           11.22           10.96           10.69           10.41            9.96
Tangible book value per common share                 $10.16           $9.89           $9.60           $9.22           $8.75
Shares outstanding                               15,917,291      15,910,291      15,857,207      15,857,107      15,855,107
Weighted average shares                          15,916,313      15,878,929      15,857,166      15,855,933      15,798,565
Weighted average diluted shares                  16,463,389      16,415,845      16,396,320      16,365,858      16,388,855
Credit Quality
Non-performing loans, net of
       government agency guarantees                 $13,360          $5,991          $4,512          $4,523          $3,913
Other real estate owned                                 187             187               -               -               -
Loans charged-off                                       751             739             498             368             564
Loans recovered                                        $355            $238            $419            $233            $259
Allowance for losses to total loans(1)                1.26%           1.26%           1.24%           1.25%           1.29%
Allowance for losses to NPLs(1)                        143%            315%            416%            417%            479%
Allowance for losses to NPAs(1)                        141%            305%            416%            417%            479%
Selected Financial Ratios
Return on average total assets                        1.44%           1.38%           1.46%           1.45%           1.42%
Return on average equity                             15.11%          14.79%          16.23%          16.64%          16.68%
Average yield on loans                                7.93%           7.63%           7.81%           7.82%           7.44%
Average yield on interest-earning assets              7.58%           7.30%           7.43%           7.44%           7.07%
Average rate on interest-bearing liabilities          3.02%           2.85%           2.97%           2.86%           2.50%
Net interest margin (fully tax-equivalent)            5.25%           5.12%           5.13%           5.19%           5.10%
Total risk based capital ratio                        11.8%           11.8%           11.3%           11.1%           11.1%
Tier 1 Capital ratio                                  10.8%           10.8%           10.3%           10.1%           10.1%

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







                                                             TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                                             (Unaudited. Dollars in thousands)
                                                                     Three months ended
                                             -------------------------------------------------------------------------------
                                                    June 30,       March 31,     December 31,    September 30,     June 30,
                                                      2007           2007            2006            2006            2006
                                             -------------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
Cash and due from banks                             $93,636         $75,263        $102,220         $78,281         $84,663
Federal funds sold                                    1,715               -             794           1,387             526
Securities, available-for-sale                      175,891         188,478         198,361         209,886         221,828
Federal Home Loan Bank Stock                          8,543           8,442           8,320           8,206           8,103
Loans
      Commercial loans                              159,822         142,083         153,105         153,705         146,952
      Consumer loans                                526,575         516,550         525,513         527,185         517,588
      Real estate mortgage loans                    687,744         687,088         679,661         661,962         642,422
      Real estate construction loans                133,487         149,893         151,600         164,307         149,046
Total loans, gross                                1,507,628       1,495,614       1,509,879       1,507,159       1,456,008
Allowance for loan losses                           (16,999)        (16,895)        (16,914)        (16,993)        (16,893)
Premises and equipment                               20,891          20,924          21,830          21,556          21,597
Cash value of life insurance                         44,346          43,941          43,536          42,991          42,571
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                     1,421           1,543           1,666           3,361           3,711
Other assets                                         34,436          33,492          34,755          32,651          33,523
Total assets                                      1,887,027       1,866,321       1,919,966       1,904,004       1,871,156
Deposits
      Noninterest-bearing demand deposits           366,321         364,401         420,025         357,754         354,576
      Interest-bearing demand deposits              226,591         235,497         230,671         229,143         235,100
      Savings deposits                              387,422         381,069         374,605         369,933         388,847
      Time certificates                             530,545         555,882         573,848         568,344         535,917
Total deposits                                    1,510,879       1,536,849       1,599,149       1,525,174       1,514,440
Federal funds purchased                              80,500          38,000          38,000         106,500          96,700
Reserve for unfunded commitments                      2,040           1,966           1,849           1,849           1,849
Other liabilities                                    28,878          32,524          30,383          28,254          24,964
Other borrowings                                     44,892          41,347          39,911          35,848          33,971
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,708,427       1,691,924       1,750,530       1,738,863       1,713,162
Total shareholders' equity                          178,600         174,397         169,436         165,141         157,994
Accumulated other
      comprehensive loss                             (4,779)         (3,988)         (4,521)         (3,607)         (5,629)
Average loans                                     1,506,913       1,490,055       1,498,040       1,477,551       1,427,735
Average interest-earning assets                   1,698,620       1,692,574       1,711,743       1,701,166       1,676,705
Average total assets                              1,871,260       1,865,448       1,890,765       1,880,029       1,850,487
Average deposits                                  1,500,733       1,534,473       1,550,979       1,501,630       1,497,571
Average total equity                               $178,836        $174,262        $170,518        $163,919        $157,232