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 19, 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 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 $0.13 (thirteen cents) per
share at its meeting held on February 19, 2008. The dividend is payable on March
31, 2008 to holders of record at the close of business on March 7, 2008.





Item 9.01:  Financial Statements and Exhibits
- ---------------------------------------------
(c)  Exhibits

     99.1  Press release dated February 19, 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:  February 20, 2008        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. - (February 19, 2008) - The Board of Directors of TriCo Bancshares
(NASDAQ:  TCBK),  parent company of Tri Counties Bank, declared a quarterly cash
dividend of $0.13 (thirteen cents) per share at its meeting held on February 19,
2008.  The  dividend  is payable  on March 31,  2008 to holders of record at the
close of business on March 7, 2008.

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 25 in-store branch locations
in 23 California  counties,  and as of December 31, 2007, had approximately $1.9
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 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.