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):

                                 August 22, 2006

                                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 8.01:  Other Events
- ------------------------

The Board of Directors of TriCo Bancshares (NASDAQ: TCBK), parent company of Tri
Counties  Bank,  declared a quarterly  cash dividend of $0.12 (twelve cents) per
share at its  meeting  held on August  22,  2006.  The  dividend  is  payable on
September 29, 2006 to holders of record at the close of business on September 8,
2006.






Item 9.01:  Financial Statements and Exhibits
- ---------------------------------------------

(c)  Exhibits

         99.1  Press release dated August 23, 2006


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:  August 24, 2006        By:  /s/ Thomas J. Reddish
                                   --------------------------------------
                                   Thomas J. Reddish, Executive Vice
                                   President and Chief Financial Officer
                                   (Principal Financial and Accounting
                                   Officer)







               TRICO BANCSHARES ANNOUNCES QUARTERLY CASH DIVIDEND



PRESS RELEASE                                     Contact:  Thomas J. Reddish
FOR IMMEDIATE RELEASE                             Executive Vice President & CFO
                                                  (530) 898-0300



CHICO,  Calif. - (August 23, 2006) - The Board of Directors of TriCo  Bancshares
(NASDAQ:  TCBK),  parent company of Tri Counties Bank, declared a quarterly cash
dividend of $0.12  (twelve  cents) per share at its  meeting  held on August 22,
2006.  The dividend is payable on September 29, 2006 to holders of record at the
close of business on September 8, 2006.

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 22 in-store branch locations
in 22  California  counties,  and as of June 30, 2006,  had over $1.8 billion in
assets.  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 61
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.