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):

                                October 24, 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 October 24, 2007 TriCo  Bancshares  announced its quarterly  earnings for the
period ended  September  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 October 24, 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:  October 24, 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 October 24, 2007






                                [GRAPHIC OMITTED]

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

                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS

CHICO,  Calif. - (October 24, 2007) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced  quarterly  earnings of $6,793,000
for the quarter ended  September 30, 2007. This represents a decrease of $27,000
(0.4%) when compared with earnings of $6,820,000 for the quarter ended September
30, 2006.  Diluted  earnings per share for the quarter ended  September 30, 2007
were $0.42  compared to $0.42 for the quarter ended  September  30, 2006.  Total
assets  of  the  Company  increased  $49,519,000  (2.6%)  to  $1,953,523,000  at
September 30, 2007 from $1,904,004,000 at September 30, 2006. Total loans of the
Company  increased  $27,917,000  (1.9%) to  $1,535,076,000 at September 30, 2007
from  $1,507,159,000  at  September  30,  2006.  Total  deposits  of the Company
increased  $6,968,000  (0.5%)  to  $1,532,142,000  at  September  30,  2007 from
$1,525,174,000  at September 30, 2006.  Diluted  earnings per share for the nine
months ended September 30, 2007 and 2006 were $1.22 and $1.22, respectively,  on
earnings of $19,992,000 and $19,912,000, respectively.

The decrease in earnings from the quarter ended  September 30, 2006 was due to a
$5,000 (0.02%)  decrease in fully  tax-equivalent  (FTE) net interest  income to
$21,840,000,  and a $465,000 (198%) increase in the provision for loan losses to
$700,000  that  were  substantially  offset by a  $198,000  (3.0%)  increase  in
noninterest  income to $6,847,000 and a $274,000  (1.6%) decrease in noninterest
expense to $16,752,000 for the quarter ended September 30, 2007.

The $5,000 (0.02%) decrease in net interest income (FTE) was due to a 0.07%
decrease in net interest margin (FTE) to 5.12% that was substantially offset by
a $20,381,000 (1.2%) increase in average balances of interest-earning assets to
$1,721,547,000. This decrease in net interest margin was mainly due to a 0.18%
decrease in net interest spread as the average yield on interest-earning assets
increased 0.14% while the average rate paid on interest-bearing liabilities
increased 0.32% from the quarter ended September 30, 2006. The effect of the
0.18% decrease in net interest spread was partially offset by a 0.11% increase
in the impact of net noninterest-bearing funds from the quarter ended September
30, 2006.

The  Company  provided  $700,000  for loan  losses in the third  quarter of 2007
versus $235,000 in the third quarter of 2006.  During the third quarter of 2007,
the Company  recorded  $560,000 of net loan  charge-offs  versus $135,000 of net
loan  charge-offs  in the  year  earlier  quarter.  The  $560,000  of  net  loan
charge-offs  during the third quarter of 2007 represented  0.15% of average loan
balances on an annualized  basis.  At September 30, 2007, the combination of the
Company's  allowance  for loan losses  ($17,139,000)  and  reserve for  unfunded
commitments  ($2,040,000)  represented  255%  of  non-performing  loans  net  of
government agency guarantees ($7,507,000).

The increase in noninterest income from the quarter ended September 30, 2006 was
mainly due to a $136,000  (30.4%)  increase in commissions on sale of nondeposit
investment  products to $583,000,  a $116,000 (3.1%) increase in service charges
on deposit  accounts to $3,819,000,  and an $89,000 (9.6%)  increase in ATM fees
and interchange to $1,016,000,  that were partially  offset by a $53,000 (20.1%)
decrease in gain on sale of loans to $211,000.  The increase in  commissions  on
sale of nondeposit  investment  products was  primarily  due to improved  market
conditions and increased resources focused in this area. 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 decrease in gain on
sale of loans was due to a slowdown in residential mortgage refinance activity.

The  $274,000  decrease in  noninterest  expense  for the third  quarter of 2007
compared  to the third  quarter  of 2006 was  mainly  due to a  $301,000  (3.2%)
decrease  in  salaries  and  benefits  expense to  $8,975,000.  The  decrease in
salaries and benefits expense was mainly due to reduced commission and incentive
expense that was partially offset by annual salary increases,  and new employees
at the Company's recently opened branches.  The reduced commission and incentive
expense  was due to the  Company's  employees  not  earning  certain  bonus  and
incentive compensation which is tied to the Company satisfying internal targeted
performance  goals. The Company did not meet such goals for the third quarter of
2007 and thus did not incur the related compensation expense.

Richard Smith, President and Chief Executive Officer commented,  "We are pleased
with our results for the quarter ended  September 30, 2007,  given the difficult
market conditions in residential real estate and continued margin pressures that
we have faced throughout 2007. During the third quarter,  the nation's liquidity
crisis and rate reductions by the Federal Reserve added to operating challenges.
Despite this,  TriCo's  performance held up remarkably  well. Most  importantly,
credit quality remains good and  demonstrates  our ability to manage through the
residential  real  estate  downturn.  We have  been  minimally  affected  by the
pronounced slowdown in the California  residential real estate market.  While we
did achieve  modest loan growth in the most recent  quarter,  we find  ourselves
having to fund this growth with higher paying deposits or other borrowings."

On August 21, 2007, the Company announced the completion of its stock repurchase
plan  originally  adopted on July 31, 2003 and  amended on April 9, 2004.  Under
this plan, the Company repurchased a total of 500,000 shares of its common stock
with the final 105,629 shares being repurchased during August 2007 at an average
price of $20.97  per  share.  Also on August 21,  2007,  the Board of  Directors
adopted a new plan to repurchase, as conditions warrant, up to 500,000 shares of
the Company's  common stock on the open market.  As of September  30, 2007,  the
Company  had not  repurchased  any  shares of its common  stock  under its stock
repurchase  plan  announced  on August  21,  2007,  which  left  500,000  shares
available for repurchase under the plan.

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 end
                                               ------------------------------------------------------------------------------
                                                  September 30,    June 30,        March 31,    December 31,    September 30,
                                                      2007           2007            2007            2006            2006
                                               ------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $32,442         $31,986         $30,661         $31,545         $31,421
Interest expense                                     10,602           9,895           9,216           9,821           9,576
Net interest income                                  21,840          22,091          21,445          21,724          21,845
Provision for loan losses                               700             500             482               -             235
Noninterest income:
      Service charges and fees                        5,218           5,375           5,061           4,940           5,056
      Other income                                    1,629           1,654           1,539           1,687           1,593
Total noninterest income                              6,847           7,029           6,600           6,627           6,649
Noninterest expense:
      Salaries and benefits                           8,975           9,619           9,742           9,405           9,276
      Intangible amortization                           122             122             123             350             350
      Provision for losses -
       unfunded commitments                               -              74             117               -               -
      Other expense                                   7,655           7,628           6,978           7,247           7,400
Total noninterest expense                            16,752          17,443          16,960          17,002          17,026
Income before taxes                                  11,235          11,177          10,603          11,349          11,233
Net income                                           $6,793          $6,755          $6,444          $6,918          $6,820
Share Data
Basic earnings per share                              $0.43           $0.42           $0.41           $0.44           $0.43
Diluted earnings per share                             0.42            0.41            0.39            0.42            0.42
Book value per common share                           11.50           11.22           10.96           10.69           10.41
Tangible book value per common share                 $10.44          $10.16           $9.89           $9.60           $9.22
Shares outstanding                               15,891,300      15,917,291      15,910,291      15,857,207      15,857,107
Weighted average shares                          15,889,061      15,916,313      15,878,929      15,857,166      15,855,933
Weighted average diluted shares                  16,310,631      16,463,389      16,415,845      16,396,320      16,365,858
Credit Quality
Non-performing loans, net of
       government agency guarantees                  $7,507         $13,360          $5,991          $4,512          $4,523
Other real estate owned                                 187             187             187               -               -
Loans charged-off                                       843             751             739             498             368
Loans recovered                                        $283            $355            $238            $419            $233
Allowance for losses to total loans(1)                1.25%           1.26%           1.26%           1.24%           1.25%
Allowance for losses to NPLs(1)                        255%            143%            315%            416%            417%
Allowance for losses to NPAs(1)                        249%            141%            305%            416%            417%
Selected Financial Ratios
Return on average total assets                        1.44%           1.44%           1.38%           1.46%           1.45%
Return on average equity                             14.92%          15.11%          14.79%          16.23%          16.64%
Average yield on loans                                7.93%           7.93%           7.63%           7.81%           7.82%
Average yield on interest-earning assets              7.58%           7.58%           7.30%           7.43%           7.44%
Average rate on interest-bearing liabilities          3.18%           3.02%           2.85%           2.97%           2.86%
Net interest margin (fully tax-equivalent)            5.12%           5.25%           5.12%           5.13%           5.19%
Total risk based capital ratio                        11.7%           11.8%           11.8%           11.3%           11.1%
Tier 1 Capital ratio                                  10.7%           10.8%           10.8%           10.3%           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
                                             -------------------------------------------------------------------------------
                                                  September 30,    June 30,        March 31,    December 31,    September 30,
                                                      2007           2007            2007            2006          2006
                                             -------------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
Cash and due from banks                             $70,791         $93,636         $75,263        $102,220         $78,281
Federal funds sold                                      488           1,715               -             794           1,387
Securities, available-for-sale                      239,242         175,891         188,478         198,361         209,886
Federal Home Loan Bank Stock                          8,652           8,543           8,442           8,320           8,206
Loans
      Commercial loans                              165,559         159,822         142,083         153,105         153,705
      Consumer loans                                542,875         526,575         516,550         525,513         527,185
      Real estate mortgage loans                    697,670         687,744         687,088         679,661         661,962
      Real estate construction loans                128,972         133,487         149,893         151,600         164,307
Total loans, gross                                1,535,076       1,507,628       1,495,614       1,509,879       1,507,159
Allowance for loan losses                           (17,139)        (16,999)        (16,895)        (16,914)        (16,993)
Premises and equipment                               20,804          20,891          20,924          21,830          21,556
Cash value of life insurance                         44,751          44,346          43,941          43,536          42,991
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                     1,298           1,421           1,543           1,666           3,361
Other assets                                         34,041          34,436          33,492          34,755          32,651
Total assets                                      1,953,523       1,887,027       1,866,321       1,919,966       1,904,004
Deposits
      Noninterest-bearing demand deposits           345,467         366,321         364,401         420,025         357,754
      Interest-bearing demand deposits              214,726         226,591         235,497         230,671         229,143
      Savings deposits                              386,866         387,422         381,069         374,605         369,933
      Time certificates                             585,083         530,545         555,882         573,848         568,344
Total deposits                                    1,532,142       1,510,879       1,536,849       1,599,149       1,525,174
Federal funds purchased                              66,000          80,500          38,000          38,000         106,500
Reserve for unfunded commitments                      2,040           2,040           1,966           1,849           1,849
Other liabilities                                    29,382          28,878          32,524          30,383          28,254
Other borrowings                                     99,996          44,892          41,347          39,911          35,848
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,770,798       1,708,427       1,691,924       1,750,530       1,738,863
Total shareholders' equity                          182,725         178,600         174,397         169,436         165,141
Accumulated other
      comprehensive loss                             (3,628)         (4,779)         (3,988)         (4,521)         (3,607)
Average loans                                     1,517,419       1,506,913       1,490,055       1,498,040       1,477,551
Average interest-earning assets                   1,721,547       1,698,620       1,692,574       1,711,743       1,701,166
Average total assets                              1,891,992       1,871,260       1,865,448       1,890,765       1,880,029
Average deposits                                  1,499,793       1,500,733       1,534,473       1,550,979       1,501,630
Average total equity                               $182,080        $178,836        $174,262        $170,518        $163,919