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 jurisdiction of   (Commission File No.)      (I.R.S. Employer
incorporation or organization                                Identification No.)

                 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 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(d) On February 19, 2008, the Board of Directors increased the size of the Board
to eleven  persons and elected Mr. L. Gage Chrysler III, age 54, to the Board of
Directors.   Mr.   Chrysler  has  been  employed  by  Modern  Building  Inc.,  a
construction company located in Chico, California,  since 1978 and has served as
its president  since 2005. He received a bachelors of science  degree in finance
from  California  State  University,  Chico.  Mr.  Chrysler  is  expected  to be
appointed to the following Board committees: Asset Liability Committee.

Also on February 19,  2008,  the Board  granted Mr.  Chrysler a stock option for
20,000  shares  of the  Company's  common  stock  pursuant  to the  terms of the
Company's  2001 Stock Option Plan.  The options have a per-share  exercise price
equal to the closing price of the  Company's  common stock on the date of grant,
or $17.25.

Mr. Chrysler and the Company will enter into an Indemnification Agreement on the
same terms as other  directors  of the  Company in the form  attached as Exhibit
10.21 to the Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, previously filed with the Securities and Exchange Commission, which is
incorporated herein by reference.

A copy of the press release announcing Mr. Chrysler's  appointment as a director
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits

(c)      Exhibits

   Exhibit Number  Document
   --------------  --------

         10.1* Form of Indemnification Agreement among the Company, Tri Counties
               Bank and L.  Gage  Chrysler  III  filed as  Exhibit  10.21 to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 2004

         99.1  Press release dated February 22, 2008

         *Previously filed and incorporated by reference

 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 hereunto duly authorized.

Date: February 22, 2008          TRICO BANCSHARES
                                 (Registrant)

                                 By: /s/ Thomas J. Reddish
                                    ------------------------------
                                    Thomas J. Reddish
                                    Executive Vice President
                                    Chief Financial Officer




                                  EXHIBIT INDEX

   Exhibit Number     Description of Exhibits
   --------------     -----------------------

         10.1* Form of Indemnification Agreement among the Company, Tri Counties
               Bank and L.  Gage  Chrysler  III  filed as  Exhibit  10.21 to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 2004

         99.1  Press release dated February 22, 2008

         *Previously filed and incorporated by reference





EXHIBIT 99.1


                TRICO BANCSHARES ANNOUNCES NEW BOARD APPOINTMENT


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

CHICO,  Calif. - (February 22, 2008) -TriCo Bancshares  (NASDAQ:  TCBK),  parent
company of Tri  Counties  Bank,  today  announced  that Gage  Chrysler  has been
appointed  to the Board of  Directors  of the  Company  and the Bank,  effective
Tuesday, February 19, 2008.

Mr.  Chrysler  serves  as the  President  and CEO of  Modern  Building,  Inc.  a
commercial and  industrial  construction  company.  He has been with the company
since 1978. He has been a participant  of many boards,  committees and councils.
He currently serves on the CSUC Chico Alumni Association Board, Mid Valley Title
Board and the Salvation Army Advisory Board. Chrysler was awarded the Boy Scouts
Golden Empire Counsel Distinguished Citizen Award in 2004.

"We are very fortunate to have Gage join our Board," commented Richard P. Smith,
President  and CEO.  "Gage  is well  recognized  and  respected  for his  unique
professional  qualifications  as well as his business  knowledge in Butte County
and the Central Valley. Gage will add to our already strong board leadership and
serve us well at a pivotal time in our growing  organization,"  concluded Smith.
Mr. Chrysler commented, "As a long time shareholder and customer, I'm honored to
join the  board  and  serve  Tri  Counties  Bank and  TriCo  Bancshares  and its
shareholders  in this important  role." said Chrysler.  "As a business  owner, I
share the Bank's  commitment  to our  business  community  and I look forward to
building the future success of Tri Counties Bank."

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.