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 February 21, 1997                 Commission file number 0-10661




                                TRICO BANCSHARES
             (Exact name of registrant as specified in its charter)


            California                                               94-2792841
(State or other jurisdiction                                   (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 15 Independence Circle, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                 916/898-0300


(Former name, former address and former fiscal year, if changed since last
 report)






Item 2.  Acquisition of Assets

On February  21, 1997 Tri  Counties  Bank, a  wholly-owned  subsidiary  of TriCo
Bancshares,  Chico,  California,  purchased and assumed substantially all of the
deposit  liabilities of nine branches from Wells Fargo Bank, N.A, San Francisco.
In connection with the acquisition of such deposit  liabilities and related cash
balances,  Tri Counties Bank also acquired certain other assets of the branches,
including real estate (four  branches),  furniture and fixtures and a relatively
insignificant amount of loans which were secured by deposit accounts. All assets
constituting  plant and equipment or other physical property will continue to be
used in the  banking  business.  Wells  Fargo Bank  retained  all other  revenue
producing assets which had originated from these branches.

A preliminary  summary of the deposit liabilities and limited assets acquired by
Tri Counties Bank is provided below:

Total deposits (liabilities) acquired                     $150,090,000

Less assets acquired
         Furniture and fixtures                                214,000
         Land and premises                                     585,000
         Loans                                                 720,000
                                                             ---------
                  Total assets acquired                      1,519,000

Less premium paid for deposits                               9,228,000

Net cash received by Tri Counties Bank
  for the deposits acquired                               $139,343,000

Interest  bearing  deposit  accounts  other than time  certificates  of deposits
(CD's) were  converted into Tri Counties Bank products on the  acquisition  date
and will earn  interest at the current  rates in effect for Tri Counties  Bank's
deposit  products.  CD's and IRA's acquired will carry the rates of interest per
those contracts until their maturity dates. A summary of the deposit products is
shown below:

         Non-interest bearing demand                      $27,111,000
         Interest bearing transaction                      16,655,000
         Savings and money market investment               51,948,000
         CD and IRA (average rate of 5.19%)                54,376,000
                                                        -------------
                                                         $150,090,000

There is no relationship between Wells Fargo Bank, N.A. and registrant or
registrant's insiders.



Item 7.  Financial Statements and Exhibits

Financial information has not been provided as we do not believe the Company has
acquired a "business" within the meaning of Rule 3-05 and 11-01(d) of Regulation
S-X because (a) 99% of the assets  acquired by Tri Counties Bank was in the form
of  cash  balances  relating  to  the  deposit  liabilities  assumed  and  (b) a
relatively insignificant portion of the branches' revenue generating assets i.e.
loans, were acquired.

                                   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.

                                                                TRICO BANCSHARES

Date     March 4, 1997                      /s/       Robert M. Stanberry
    -----------------------                 -----------------------------
                                                   Vice President and CFO