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 28, 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 April 28, 2008 TriCo  Bancshares  announced  its  quarterly  earnings for the
period ended March 31, 2008. 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 28, 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:  April 29, 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 April 28, 2008






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

                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS

CHICO,  Calif.  -  (April  28,  2008) - TriCo  Bancshares  (NASDAQ:  TCBK)  (the
"Company"),  parent  company of Tri Counties  Bank,  today  announced  quarterly
earnings of $4,048,000 for the quarter ended March 31, 2008.  This  represents a
decrease of $2,396,000 (37.2%) when compared with earnings of $6,444,000 for the
quarter ended March 31, 2007.  Diluted  earnings per share for the quarter ended
March 31, 2008 decreased  35.9% to $0.25 compared to $0.39 for the quarter ended
March 31, 2007.  Total assets of the Company  increased  $133,029,000  (7.1%) to
$1,999,350,000  at March 31, 2008 from  $1,866,321,000  at March 31, 2007. Total
loans of the Company increased $52,330,000 (3.5%) to $1,547,944,000 at March 31,
2008 from  $1,495,614,000  at March 31,  2007.  Total  deposits  of the  Company
decreased   $8,374,000   (0.5%)  to   $1,528,475,000  at  March  31,  2008  from
$1,536,849,000 at March 31, 2007.

The decrease in earnings  from the prior year quarter was  primarily  due to the
Federal  Reserve's  decrease in interest rates during the quarter along with the
Company's  decision to  increase by  $3,618,000  (751%) the  provision  for loan
losses to  $4,100,000  from  $482,000,  and to increase  by $708,000  (605%) the
provision  for credit losses on unfunded  commitments  from $117,000 to $825,000
for 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 2008 compared to the first quarter of 2007.  During the first quarter
of 2008, the Company recorded $2,048,000 of net loan charge-offs versus $501,000
of net loan  charge-offs  in the first quarter of 2007.  The  $1,547,000  (309%)
increase  in net loan  charge-offs  was  principally  related to  non-performing
residential  construction loans for which appraised values indicated declines in
the  value  of the  underlying  collateral.  Non-performing  loans,  defined  as
non-accruing  loans  and  accruing  loans  delinquent  90 days or  more,  net of
government  guarantees  amounted to  $9,850,000  at March 31,  2008  compared to
$5,991,000 at March 31, 2007. The increase in the provision for credit losses on
unfunded  commitments  was  primarily  due to estimated  losses  related to home
equity lines of credit and construction loans.

Net interest income on fully tax equivalent (FTE) basis during the first quarter
of 2008 decreased  $120,000 (0.6%) to $21,546,000  from the same period in 2007.
The  decrease in net interest  income  (FTE) was due to a 0.38%  decrease in net
interest  margin  (FTE) to 4.74%  that was  partially  offset by a  $124,638,000
(7.4%)   increase   in   average   balances   of   interest-earning   assets  to
$1,817,212,000.  The  decrease  in  margin  was  mainly  due to an  increase  in
nondeposit  interest-bearing  liabilities, or wholesale funding, as a percentage
of  total  funding  sources,  and a lag  in  reductions  of  interest  rates  on
interest-bearing  liabilities  compared  to interest  rates on  interest-earning
assets. In addition,  the average balance of  interest-earning  assets increased
$124,638,000,  comprised  of a  $45,302,000  increase in the average  balance of
loans and a  $79,336,000  increase in the average  balance of  interest-earnings
assets resulting from increased investment balances.

Noninterest  income for the first quarter of 2008 increased $250,000 (3.8%) from
the first  quarter of 2007 due  primarily to a $396,000  gain from the Company's
interest in VISA,  Inc.  and VISA's  initial  public  offering in March 2008,  a
$279,000 (7.8%)  increase in service  charges on deposit  accounts to $3,838,000
and a  $130,000  (13.7%)  increase  in  ATM  fees  and  interchange  revenue  to
$1,079,000.  The increases in service  charges on deposit  accounts and ATM fees
and interchange  revenue are mainly due to growth in number of customers.  These
positive  factors were partially  offset by an increased  negative change in the
value of mortgage  servicing  rights of $328,000 and an $80,000 (16.0%) decrease
in commission on sale of nondeposit investment products.

Noninterest  expense for the first  quarter of 2008  increased  $613,000  (3.6%)
compared to the first quarter of 2007.  Salaries and benefits expense  decreased
$262,000 (2.7%) to $9,480,000. The decrease in salaries and benefits expense was
mainly due to decreased incentive  compensation and the effect of a reduction in
the number of  full-time  equivalent  employees  that were  partially  offset by
annual salary increases.  Other noninterest expense increased $168,000 (2.4%) to
$7,146,000 as data processing and software, telecommunications,  and ATM network
charges  increased due to additional  products and services  obtained from third
party  providers,  which were  partially  offset by  reductions in equipment and
courier  service  expense.  Professional  fees were also higher due to increased
consulting and legal fees.

Richard Smith, President and Chief Executive Officer commented,  "Our results in
the first quarter of 2008 reflect the continued  deterioration of the economy in
the markets we serve.  Consumers are showing greater strains related to lowering
home values and rapidly  increasing costs for fuel and food. Gas and food prices
are big  negatives for average  consumers as wages are not  increasing to offset
the  rapid  increases,  and  lower  home  values  reduce  options  for  consumer
financing.  As a result of our ongoing and detailed review of our loan portfolio
we are  increasing  our  provision  for loan  losses in the  areas of  unsecured
consumer and  business  loans,  auto loans,  high loan to value equity loans and
lines of credit and residential construction loans. We believe the allowance was
adequate for losses inherent in the loan portfolio as of March 31, 2008.  Margin
pressures  continued during the first quarter of 2008 as a result of significant
Federal  Reserve rate cuts during the quarter.  Our net interest margin declined
eleven  basis  points  during  the  quarter as a result of slower  repricing  of
deposits  compared to more immediate  repricing of loans.  The good news for the
market we serve is that the primary  industry  of  agriculture  is  experiencing
strong  demand  and  higher  prices for its  products.  We expect  this trend to
continue  throughout 2008. Our home equity portfolio of under 80%  loan-to-value
has continued to perform very well.  Lower  interest rates for home equity lines
of credit provides  consumers with lower monthly  payments which helps to offset
some higher consumer product costs. We stopped originating  auto-dealer loans at
the end of November 2007, and loans outstanding are paying down at approximately
$5 million per month.  Our total  risk-based  capital  ratio  increased to 12.1%
during the quarter."

     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, 2008, 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,  2007.  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 33-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,
                                                  2008               2007           2007          2007           2007
                                          -------------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                    $31,130        $32,179        $32,442        $31,986         $30,661
Interest expense                                     9,765         10,869         10,602          9,895           9,216
Net interest income                                 21,365         21,310         21,840         22,091          21,445
Provision for loan losses                            4,100          1,350            700            500             482
Noninterest income:
      Service charges and fees                       5,128          5,546          5,218          5,375           5,061
      Other income                                   1,722          1,568          1,629          1,654           1,539
Total noninterest income                             6,850          7,114          6,847          7,029           6,600
Noninterest expense:
      Base salaries net of deferred
          loan origination costs                     6,333          6,504          6,142          5,940           5,995
      Incentive compensation expense                   560            873            452          1,281           1,203
      Employee benefits and other
         compensation expense                        2,587          2,353          2,381          2,398           2,544
         Total salaries and benefits expense         9,480          9,730          8,975          9,619           9,742
      Intangible amortization                          122            122            122            122             123
      Provision for losses -
       unfunded commitments                            825             50              -             74             117
      Other expense                                  7,146          7,849          7,655          7,628           6,978
Total noninterest expense                           17,573         17,751         16,752         17,443          16,960
Income before taxes                                  6,542          9,323         11,235         11,177          10,603
Net income                                          $4,048         $5,701         $6,793         $6,755          $6,444
Share Data
Basic earnings per share                             $0.26          $0.36          $0.43          $0.42           $0.41
Diluted earnings per share                            0.25           0.35           0.42           0.41            0.39
Book value per common share                          12.02          11.87          11.50          11.22           10.96
Tangible book value per common share                $10.97         $10.82         $10.44         $10.16           $9.89
Shares outstanding                              15,744,950     15,911,550     15,891,300     15,917,291      15,910,291
Weighted average shares                         15,842,085     15,908,151     15,889,061     15,916,313      15,878,929
Weighted average diluted shares                 16,081,722     16,265,571     16,310,631     16,463,389      16,415,845
Credit Quality
Non-performing loans, net of
       government agency guarantees                 $9,850         $7,511         $7,507        $13,360          $5,991
Other real estate owned                                836            187            187            187             187
Loans charged-off                                    2,385          1,425            843            751             739
Loans recovered                                       $337           $267           $283           $355            $238
Allowance for losses to total loans(1)               1.44%          1.25%          1.25%          1.26%           1.26%
Allowance for losses to NPLs(1)                       226%           259%           255%           143%            315%
Allowance for losses to NPAs(1)                       209%           252%           249%           141%            305%
Selected Financial Ratios
Return on average total assets                       0.81%          1.17%          1.44%          1.44%           1.38%
Return on average equity                             8.37%         12.08%         14.92%         15.11%          14.79%
Average yield on loans                               7.22%          7.64%          7.93%          7.93%           7.63%
Average yield on interest-earning assets             6.80%          7.29%          7.58%          7.58%           7.30%
Average rate on interest-bearing liabilities         2.78%          3.16%          3.18%          3.02%           2.85%
Net interest margin (fully tax-equivalent)           4.74%          4.85%          5.12%          5.25%           5.12%
Total risk based capital ratio                       12.1%          11.9%          11.7%          11.8%           11.8%
Tier 1 Capital ratio                                 10.9%          10.9%          10.7%          10.8%           10.8%

(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,
                                                     2008             2007          2007             2007              2007
                                          ------------------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
Cash and due from banks                             $74,713         $88,798         $70,791         $93,636         $75,263
Federal funds sold                                        -               -             488           1,715               -
Securities, available-for-sale                      272,276         232,427         239,242         175,891         188,478
Federal Home Loan Bank Stock                          8,885           8,766           8,652           8,543           8,442
Loans
      Commercial loans                              157,832         164,815         165,559         159,822         142,083
      Consumer loans                                525,065         535,819         542,875         526,575         516,550
      Real estate mortgage loans                    729,704         716,013         697,670         687,744         687,088
      Real estate construction loans                135,343         135,319         128,972         133,487         149,893
Total loans, gross                                1,547,944       1,551,966       1,535,076       1,507,628       1,495,614
Allowance for loan losses                           (19,383)        (17,331)        (17,139)        (16,999)        (16,895)
Premises and equipment                               20,069          20,492          20,804          20,891          20,924
Cash value of life insurance                         45,341          44,981          44,751          44,346          43,941
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                     1,053           1,176           1,298           1,421           1,543
Other assets                                         32,933          33,827          34,041          34,436          33,492
Total assets                                      1,999,350       1,980,621       1,953,523       1,887,027       1,866,321
Deposits
      Noninterest-bearing demand deposits           358,684         378,680         345,467         366,321         364,401
      Interest-bearing demand deposits              216,478         216,952         214,726         226,591         235,497
      Savings deposits                              398,763         383,226         386,866         387,422         381,069
      Time certificates                             554,550         566,365         585,083         530,545         555,882
Total deposits                                    1,528,475       1,545,223       1,532,142       1,510,879       1,536,849
Federal funds purchased                             102,300          56,000          66,000          80,500          38,000
Reserve for unfunded commitments                      2,915           2,090           2,040           2,040           1,966
Other liabilities                                    31,355          31,066          29,382          28,878          32,524
Other borrowings                                    103,767         116,126          99,996          44,892          41,347
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,810,050       1,791,743       1,770,798       1,708,427       1,691,924
Total shareholders' equity                          189,300         188,878         182,725         178,600         174,397
Accumulated other
      comprehensive gain (loss)                          25          (1,552)         (3,628)         (4,779)         (3,988)
Average loans                                     1,535,357       1,530,729       1,517,419       1,506,913       1,490,055
Average interest-earning assets                   1,817,212       1,776,770       1,721,547       1,698,620       1,692,574
Average total assets                              1,988,666       1,949,096       1,891,992       1,871,260       1,865,448
Average deposits                                  1,511,604       1,545,369       1,499,793       1,500,733       1,534,473
Average total equity                               $193,449        $188,753        $182,080        $178,836        $174,262