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):

                                February 2, 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 February 2, 2009 TriCo  Bancshares  announced its quarterly  earnings for the
period  ended  December  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 February 2, 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:  February 3, 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 February 2, 2009




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

 TRICO BANCSHARES ANNOUNCES ANNUAL AND QUARTERLY EARNINGS FOR THE PERIODS ENDED
                                DECEMBER 31, 2008

CHICO,  Calif. - (February 2, 2009) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced annual earnings of $16,798,000 for
the year ended December 31, 2008. This represents a 34.6% decrease when compared
with  earnings of  $25,693,000  for the year ended  December 31,  2007.  Diluted
earnings per share for the year ended December 31, 2008 decreased 33.1% to $1.05
from $1.57 for the year ended  December  31,  2007.  Total assets of the Company
increased  $63  million  (3.2%) to $2.043  billion at  December  31, 2008 versus
$1.980  billion at December 31, 2007.  Total loans of the Company  increased $39
million  (2.5%) to $1.591  billion at December 31, 2008 versus $1.552 billion at
December 31, 2007.  Total deposits of the Company  increased $124 million (8.0%)
to $1.669  billion at December  31, 2008 versus  $1.545  billion at December 31,
2007.

Net income for the quarter ended December 31, 2008 decreased  $1,460,000 (25.6%)
to $4,241,000  from  $5,701,000 in the quarter ended December 31, 2007.  Diluted
earnings per share  decreased  25.7% to $0.26 in the quarter ended  December 31,
2008 from $0.35 in the quarter ended December 31, 2007.

The $1,460,000 decrease in earnings for the quarter ended December 31, 2008 over
the year-ago  quarter was due to a $4,100,000  (304%)  increase in provision for
loan losses and a decrease of $949,000 (13.3%) in noninterest  income, that were
partially offset by an increase of $1,305,000  (6.1%) in net interest income and
a decrease of $1,019,000 (5.7%) in noninterest expense.

The $1,305,000  increase in net interest  income to $22,615,000 was due to a $64
million (3.6%) increase in average balance of  interest-earning  assets and a 10
basis point increase in fully tax-equivalent net interest margin to 4.95% during
the  quarter  ended  December  31, 2008 versus  4.85%  during the quarter  ended
December 31, 2007.

The provision for loan loss was $5,450,000  and  $1,350,000  during the quarters
ended  December  31,  2008  and  December  31,  2007,  respectively.   Net  loan
charge-offs were $2,448,000  during the quarter ended December 31, 2008 compared
to $1,158,000  during the quarter ended December 31, 2007. The $2,448,000 of net
loan  charge-offs  during the quarter ended  December 31, 2008 were comprised of
$1,140,000  of home equity lines of credit and loans,  $378,000 of indirect auto
loans, $330,0000 of residential mortgages, $189,000 of residential construction,
$175,000 of small business loans, and $236,000 of other loans. The $1,158,000 of
net loan  charge-offs  during the quarter ended December 31, 2007 were comprised
of $436,000 of home equity lines of credit and loans,  $556,000 of indirect auto
loans,   $84,000  of  small  business   loans,   and  $82,000  of  other  loans.
Nonperforming  loans, net of government agency  guarantees,  were $27,525,000 at
December 31, 2008 compared to  $17,041,000  and $7,511,000 at September 30, 2008
and December 31, 2007, respectively.  The increase in nonperforming loans during
the quarter ended December 31, 2008 was mainly due to a single  $5,683,000  real
estate  construction  loan  that was  previously  classified  and  substantially
reserved  that was deemed  nonperforming  during the most recent  quarter due to
continued  downward  pressure on residential real estate values and the unlikely
near-term  development  of  this  single  family  residential  development.   In
addition,  approximately $1.6 million of agriculture loans, $1.1 million of Home
equity  lines of credit  and  $900,000  and  residential  1st  mortgages  became
nonperforming  in  the  most  recent  quarter.  The  $1.6  million  increase  in
agriculture  nonperforming  loans was due to a single loan that is well secured.
At December 31, 2008, the Company's allowance for losses,  which consists of the
allowance for loan losses ($27,590,000) and the reserve for unfunded commitments
($2,565,000),  was  $30,155,000 or 1.90% of total loans  outstanding and 110% of
nonperforming  loans at December 31, 2008  compared to  $19,421,000  or 1.25% of
total loans outstanding and 259% of nonperforming loans at December 31, 2007.

The $949,000  decrease in  noninterest  income was  primarily due to an $853,000
decrease in change in value of mortgage servicing rights and a $351,000 decrease
in service charges on deposit  accounts that were partially offset by a $524,000
increase in increase in cash value of life insurance.  The decrease in change in
value of mortgage servicing rights is mainly due to recent decreases in mortgage
rates, which in turn leads to higher anticipated mortgage  refinances,  which in
turn lead to estimated  shorter average lives of servicing assets and thus lower
values for mortgage servicing rights. The decrease in service charges on deposit
products  is mainly due to lower  returned  item fees which  appear to be due to
general economic conditions and the effects of such on our customers'  behavior.
The  increase in cash value of life  insurance  is based on returns on such life
insurance  polices as reported by the life  insurance  companies.  The following
table  summarizes the  components of  noninterest  income for the quarters ended
December 31, 2008 and 2007 (dollars in thousands).




                                                        Three months ended
                                                            December 31,
                                                      -----------------------
                                                        2008          2007
                                                      -----------------------
    Service charges on deposit accounts                $3,862        $4,213
    ATM fees and interchange revenue                    1,104         1,057
    Other service fees                                    528           540
    Change in value of mortgage servicing rights       (1,117)         (264)
    Gain on sale of loans                                 212           238
    Commissions on sale of
      nondeposit investment products                      530           698
    Increase in cash value of life insurance              754           230
    Other noninterest income                              292           402
                                                      -----------------------
    Total noninterest income                           $6,165        $7,114
                                                      =======================

The $1,019,000 decrease in noninterest expense during the quarter ended December
31, 2008 compared to the year-ago quarter was mainly due to an $850,000 decrease
in change in reserve for  unfunded  commitments  and a $315,000  decrease in the
"other" category of other noninterest expense. The decrease in change in reserve
for unfunded  commitments is based on the Company's projection of reduced future
usage of unfunded  commitments  and the associated  reduced  future losses.  The
decrease in the "other" category of other  noninterest  income is due to reduced
business activity in many areas including home equity lending, travel and meals.

The following table summarizes the components of noninterest expense for the
quarters ended December 31, 2008 and 2007 (dollars in thousands).

                                                        Three months ended
                                                            December 31,
                                                      -------------------------
                                                         2008             2007
                                                      -------------------------
     Base salaries, net of
        deferred loan origination costs                 $6,394         $6,504
     Incentive compensation                                794            873
     Benefits and other compensation costs               2,368          2,353
                                                      -------------------------
        Total salaries and benefits expense             $9,556         $9,730
                                                      -------------------------
     Equipment and data processing                      $1,597         $1,597
     Occupancy                                           1,224          1,260
     ATM network charges                                   552            468
     Professional fees                                     552            299
     Advertising and marketing                             547            562
     Operational losses                                    291            141
     Assessments                                           287             83
     Telecommunications                                    285            467
     Courier service                                       273            356
     Postage                                               248            314
     Intangible amortization                               135            122
     Change in reserve for unfunded commitments           (800)            50
     Other                                               1,985          2,302
                                                      -------------------------
     Total other noninterest expense                    $7,176         $8,021
                                                      -------------------------
     Total noninterest expense                         $16,732        $17,751
                                                      =========================
     Average full time equivalent staff                    630            645
     Noninterest expense to revenue (FTE)                 57.8%          62.6%




As of December  31,  2008,  the Company has  repurchased  166,600  shares of its
common stock under its stock  repurchase plan adopted on August 21, 2007,  which
left 333,400 shares available for repurchase under the plan.

Richard Smith,  President and Chief Executive Officer  commented,  "Earnings for
the fourth quarter of 2008 are reflective of the challenging economic conditions
facing  our  bank  and  nation.  We  continue  to  remain  focused  upon the key
measurements  of banking  success that we define as maintaining a strong capital
position,  building  reserves for loans  losses,  maintaining  ample  liquidity,
controlling  our  non-interest  expenses  and  focusing  on  the  needs  of  our
customers. While our annual earnings per share this year are lower than in 2007,
bank  revenues  were  higher in 2008  than  2007.  This  strong  revenue  stream
continues  to  provide  the bank with the  necessary  earnings  to  successfully
execute our banking  strategies during these deep  recessionary  periods." Smith
added,  "At year end our bank achieved new milestones by exceeding $2 billion in
total assets for the first time in our history.  We also achieved  record ending
balances in total loans and  deposits.  Our strong,  loyal and growing  customer
base continues to provide the impetus for future growth and expansion."

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
                                         -------------------------------------------------------------------------------------
                                               December 31,      September 30,     June 30,       March 31,       December 31,
                                                  2008               2008            2008           2008             2007
                                         =====================================================================================
                                                                                                    
Statement of Income Data
Interest income                                    $29,679        $29,971        $30,332        $31,130         $32,179
Interest expense                                    $7,064          7,252          7,471          9,765          10,869
Net interest income                                $22,615         22,719         22,861         21,365          21,310
Provision for loan losses                           $5,450          2,600          8,800          4,100           1,350
Noninterest income:
      Service charges and fees                      $4,377          5,224          5,826          5,128           5,546
      Other income                                  $1,788          1,568          1,454          1,722           1,568
Total noninterest income                            $6,165          6,792          7,280          6,850           7,114
Noninterest expense:
      Base salaries net of deferred
          loan origination costs                    $6,394          6,331          6,316          6,333           6,504
      Incentive compensation expense                  $794            675            830            560             873
      Employee benefits and other
         compensation expense                       $2,368          2,425          2,499          2,587           2,353
         Total salaries and benefits expense        $9,556          9,431          9,645          9,480           9,730
      Intangible amortization                         $135            133            133            122             122
      Provision for losses -
       unfunded commitments                          ($800)          (100)           550            825              50
      Other expense                                 $7,841          7,125          7,516          7,146           7,849
Total noninterest expense                          $16,732         16,589         17,844         17,573          17,751
Income before taxes                                 $6,598         10,322          3,497          6,542           9,323
Net income                                          $4,241         $6,235         $2,274         $4,048          $5,701
Share Data
Basic earnings per share                             $0.27          $0.40          $0.14          $0.26           $0.36
Diluted earnings per share                            0.26           0.39           0.14           0.25            0.35
Book value per common share                          12.56          12.14          11.86          12.02           11.87
Tangible book value per common share                $11.54         $11.10         $10.81         $10.97          $10.82
Shares outstanding                              15,756,101     15,744,881     15,744,881     15,744,950      15,911,550
Weighted average shares                         15,750,857     15,744,881     15,744,881     15,842,085      15,908,151
Weighted average diluted shares                 16,068,456     15,951,668     15,953,288     16,081,722      16,265,571
Credit Quality
Non-performing loans, net of
       government agency guarantees                $27,525        $17,041        $14,808         $9,850          $7,511
Other real estate owned                              1,185          1,178          1,178            836             187
Loans charged-off                                    2,780          2,578          4,176          2,385           1,425
Loans recovered                                       $332           $285           $274           $337            $267
Allowance for losses to total loans(1)               1.90%          1.79%          1.80%          1.44%           1.25%
Allowance for losses to NPLs(1)                       110%           164%           187%           226%            259%
Allowance for losses to NPAs(1)                       105%           153%           174%           209%            252%
Selected Financial Ratios
Return on average total assets                       0.85%          1.26%          0.46%          0.81%           1.17%
Return on average equity                             8.66%         13.04%          4.74%          8.37%          12.08%
Average yield on loans                               6.73%          6.92%          6.99%          7.22%           7.64%
Average yield on interest-earning assets             6.48%          6.68%          6.71%          6.80%           7.29%
Average rate on interest-bearing liabilities         2.07%          2.06%          2.11%          2.78%           3.16%
Net interest margin (fully tax-equivalent)           4.95%          5.07%          5.06%          4.74%           4.85%
Total risk based capital ratio                       12.4%          12.4%          12.3%          12.1%           11.9%
Tier 1 Capital ratio                                 11.2%          11.1%          11.0%          10.9%           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
                                          ------------------------------------------------------------------------------------
                                                 December 31,     September 30,     June 30,       March 31,      December 31,
                                                     2008             2008           2008           2008            2007
                                          ====================================================================================
                                                                                                    
Balance Sheet Data
Cash and due from banks                             $86,355         $67,300         $76,658         $74,713         $88,798
Federal funds sold                                        -               -               -               -               -
Securities, available-for-sale                      266,561         241,900         253,129         272,276         232,427
Federal Home Loan Bank Stock                          9,235           9,147           9,010           8,885           8,766
Loans
      Commercial loans                              189,645         189,837         178,104         157,832         164,815
      Consumer loans                                514,448         513,132         518,200         525,065         535,819
      Real estate mortgage loans                    802,527         770,553         751,651         729,704         716,013
      Real estate construction loans                 84,229          89,714          95,369         135,343         135,319
Total loans, gross                                1,590,849       1,563,236       1,543,324       1,547,944       1,551,966
Allowance for loan losses                           (27,590)        (24,588)        (24,281)        (19,383)        (17,331)
Premises and equipment                               18,841          19,094          19,580          20,069          20,492
Cash value of life insurance                         46,815          46,061          45,701          45,341          44,981
Goodwill                                             15,519          15,519          15,519          15,519          15,519
Intangible assets                                       653             786             920           1,053           1,176
Other assets                                         35,952          38,012          40,930          32,933          33,827
Total assets                                      2,043,190       1,976,467       1,980,490       1,999,350       1,980,621
Deposits
      Noninterest-bearing demand deposits           401,247         334,015         347,336         358,684         378,680
      Interest-bearing demand deposits              241,560         228,441         215,530         216,478         216,952
      Savings deposits                              380,799         374,640         382,918         398,763         383,226
      Time certificates                             645,664         626,745         565,269         554,550         566,365
Total deposits                                    1,669,270       1,563,841       1,511,053       1,528,475       1,545,223
Federal funds purchased                                   -          67,000         123,750         102,300          56,000
Reserve for unfunded commitments                      2,565           3,365           3,465           2,915           2,090
Other liabilities                                    30,180          30,048          29,250          31,355          31,066
Other borrowings                                    102,005          79,873          85,048         103,767         116,126
Junior subordinated debt                             41,238          41,238          41,238          41,238          41,238
Total liabilities                                 1,845,258       1,785,365       1,793,804       1,810,050       1,791,743
Total shareholders' equity                          197,932         191,102         186,686         189,300         188,878
Accumulated other
      comprehensive gain (loss)                       2,056          (2,455)         (2,980)             25          (1,552)
Average loans                                     1,565,343       1,549,009       1,546,257       1,535,357       1,530,729
Average interest-earning assets                   1,840,915       1,806,010       1,819,222       1,817,212       1,776,770
Average total assets                              1,995,239       1,974,392       1,986,674       1,988,666       1,949,096
Average deposits                                  1,625,574       1,545,435       1,507,252       1,511,604       1,545,369
Average total equity                               $195,828        $191,211        $192,005        $193,449        $188,753