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):

                                  November 13, 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, today announced it will not apply for funds available through the
Capital Purchase Program (CPP).




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

     99.1  Press release dated November 13, 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:  November 13, 2008           By: /s/ Thomas J. Reddish
                                   --------------------------------------
                                   Thomas J. Reddish, Executive Vice
                                   President and Chief Financial Officer
                                   (Principal Financial and Accounting
                                    Officer)




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

             TRICO BANCSHARES WILL NOT APPLY FOR FEDERAL FUNDS UNDER
                  THE U.S. TREASURY'S CAPITAL PURCHASE PROGRAM

CHICO, Calif. - (November 13, 2008) - The Board of Directors of TriCo Bancshares
(NASDAQ: TCBK), parent company of Tri Counties Bank, today announced it will not
apply for funds available  through the Capital Purchase Program (CPP),  which is
part of the  federal  government's  Troubled  Assets  Relief  Program  (TARP) to
provide  banks with  additional  capital  for  purposes of  providing  increased
lending into the US economy.

"After  thorough  consideration,  we concluded that TriCo  Bancshares can better
serve our shareholders  and customers by not  participating in the CPP program,"
said  President  and  Chief  Executive   Officer  Richard  P.  Smith.   "We  are
substantially  above  the  standards  for  "well-capitalized"  under  regulatory
definitions and have sufficient capacity to grow our business and take advantage
of acquisition  opportunities without the need to obtain government  assistance.
We have a vibrant  lending  platform in our market area and we are  committed to
servicing  the  needs of the  communities  we  serve  during  these  challenging
economic times."

"As we have  throughout our history,  we expect to grow our capital base through
our proven business  strategies  coupled with our long record of stable retained
earnings  growth.  Our  financial  success  continues  to provide the  necessary
capital to continue to achieve our strategic objectives," Smith added.

Smith  expressed  that,  "we  appreciate  Congress's  efforts to  stabilize  the
financial  markets and our opportunity to access government funds, but we do not
believe  the  capital  purchase  program is  necessary  for the success of TriCo
Bancshares and therefore, those funds can be made available for others."

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.