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):

                                  May 21, 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 May 20,  2008.  The dividend is payable on June 30,
2008 to holders of record at the close of business on June 6, 2008.





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

     99.1  Press release dated May 21, 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:  May 21, 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.  - (May 21, 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 May 20,
2008. The dividend is payable on June 30, 2008 to holders of record at the close
of business on June 6, 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.