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):

                                January 31, 2007

                                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 2.02:  Results of Operations and Financial Condition
---------------------------------------------------------

On January 31, 2007 TriCo  Bancshares  announced its quarterly  earnings for the
period ended  December 31,  2006.  A copy of the press  release is attached as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01: Exhibits
-------------------

(c)  Exhibits

         99.1  Press release dated January 31, 2007





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 2, 2007       By:  /s/ Thomas J. Reddish
                                   --------------------------------------
                                   Thomas J. Reddish, Executive Vice
                                   President and Chief Financial Officer
                                   (Principal Financial and Accounting
                                   Officer)


INDEX TO EXHIBITS

Exhibit No.                Description
-----------                --------------------------------------------

    99.1                   Press release dated January 31, 2007






PRESS RELEASE                                     Contact:     Thomas J. Reddish
For Immediate Release                             Executive Vice President & CFO
                                                                  (530) 898-0300

TRICO BANCSHARES  ANNOUNCES RECORD ANNUAL AND QUARTERLY EARNINGS FOR THE PERIODS
ENDED DECEMBER 31, 2006

CHICO,  Calif. - (January 31, 2007) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company  of Tri  Counties  Bank,  today  announced  record  annual  earnings  of
$26,830,000  for the year ended  December  31,  2006.  This  represents  a 13.4%
increase when compared with earnings of $23,671,000  for the year ended December
31,  2005.  Diluted  earnings  per share for the year ended  December  31,  2006
increased 13.1% to $1.64 from $1.45 for the year ended December 31, 2005.  Total
assets of the Company increased $79 million (4.3%) to $1.920 billion at December
31, 2006 versus $1.841 billion at December 31, 2005.  Total loans of the Company
increased  $125  million  (9.0%) to $1.510  billion at December  31, 2006 versus
$1.385  billion at December 31, 2005.  Total  deposits of the Company  increased
$102 million (6.8%) to $1.599 billion at December 31, 2006 versus $1.497 billion
at December 31, 2005.

Net income for the quarter ended  December 31, 2006 increased 2.7% to $6,918,000
from  $6,734,000 in the quarter ended  December 31, 2005.  Diluted  earnings per
share  increased 2.4% to $0.42 in the quarter ended December 31, 2006 from $0.41
in the quarter ended December 31, 2005.

The  increase  in  earnings  for the quarter  ended  December  31, 2006 over the
year-ago quarter was due to a $948,000 (4.6%) increase in net interest income to
$21,724,000,  and a $561,000 (100%) decrease in provision for loan losses to $0,
which were  partially  offset by a  $1,202,000  (7.6%)  increase in  noninterest
expense to $17,002,000  from the year-ago  quarter.  Noninterest  income for the
quarter ended December 31, 2006 increased  $5,000 (0.1%) to $6,627,000  from the
year-ago quarter.

The  increase in net  interest  income was due to the loan growth  noted  above,
which was partially  offset by a decrease in fully  tax-equivalent  net interest
margin to 5.13% during the quarter  ended  December 31, 2006 versus 5.21% during
the quarter  ended  December 31,  2005.  The fully  tax-equivalent  net interest
margin was 5.19% during the quarter ended September 30, 2006.

The $561,000 decrease in provision for loan loss from the quarter ended December
31,  2006 was mainly due to slower  growth in loan  balances  during the quarter
ended December 31, 2006 as credit  quality of the loan portfolio  remained high.
Net loan  charge-offs  during the quarter  ended  December 31, 2006 were $79,000
compared  to $131,000  in the  year-ago  quarter.  Nonperforming  loans,  net of
government agency  guarantees,  were $4,512,000 at December 31, 2006 compared to
$2,961,000 and at December 31, 2005. The Company's  allowance for losses,  which
consists  of the  allowance  for  loan  losses  and  the  reserve  for  unfunded
commitments,  was  $18,763,000 or 1.24% of total loans  outstanding  and 416% of
nonperforming  loans at December 31, 2006  compared to  $18,039,000  or 1.30% of
total loans outstanding and 609% of nonperforming loans at December 31, 2005.




The $1,202,000 increase in noninterest expense during the quarter ended December
31, 2006 was mainly due to an $840,000  (9.8%) increase in salaries and benefits
expense  to  $9,405,000  and a $497,000  (7.4%)  increase  in other  noninterest
expenses to  $7,247,000.  The  increases in salaries  and  benefits  expense was
primarily  the result of regular  salary  increases,  the opening of branches in
Roseville,  Yuba City,  Folsom,  Antelope,  Anderson,  and Elk Grove in November
2005,   January  2006,  March  2006,  May  2006,  June  2006  and  August  2006,
respectively,  and $110,000 of employee  stock option  expense.  The increase in
other  noninterest  expense was primarily due to inflation and the effect of the
new branches noted above.

The  increase  in  noninterest  income was  primarily  due to a $150,000  (3.1%)
increase in service  charges  and fees to  $4,940,000  during the quarter  ended
December 31, 2006 from the quarter ended  December 31, 2005.  Other  noninterest
income decreased  $145,000 (7.9%) to $1,687,000 due mainly to a $77,000 increase
in income from cash value of life  insurance to  $544,000,  offset by a $135,000
decrease  in gain on sale  of  loans  to  $349,000  and a  $98,000  decrease  in
commission on sale of nondeposit investment products to $417,000.

As of December 31, 2006, the Company had purchased  374,371 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which leaves 125,629 shares  available for repurchase  under the
plan.

Richard  Smith,  President  and  Chief  Executive  Officer  commented,  "When we
consider the fierce  competition  that currently  exists for deposits,  the fact
that the current spread between short-term interest rates and long-term interest
rates  makes it harder  for banks to be  profitable,  and the  slowdown  in real
estate activity,  we get a greater  appreciation for the effort our team members
put forth to achieve these record  quarterly and annual results.  We continue to
believe  these  results  reflect  our  ability  to  deliver,  and  our  market's
acceptance of, our values of service and convenience."

In addition to the historical  information  contained herein, this press release
contains certain  forward-looking  statements.  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,  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.  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.

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 22 in-store branch locations
in 22  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 62 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.





                                       TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                   (Unaudited. Dollars in thousands, except share data)
                                                  Three months ended
                                         -------------------------------------------------------------------------------------
                                               December 31,      September 30,     June 30,       March 31,       December 31,
                                                  2006               2006            2006           2006             2005
                                         -------------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $31,545         $31,421        $29,379        $27,978          $26,876
Interest expense                                      9,821           9,576          8,275          6,773            6,100
Net interest income                                  21,724          21,845         21,104         21,205           20,776
Provision for loan losses                                 -             235            554            500              561
Noninterest income:
      Service charges and fees                        4,940           5,056          4,956          4,857            4,790
      Other income                                    1,687           1,593          1,575          1,591            1,832
Total noninterest income                              6,627           6,649          6,531          6,448            6,622
Noninterest expense:
      Salaries and benefits                           9,405           9,276          8,618          9,156            8,565
      Intangible amortization                           350             350            350            346              346
      Provision for losses -
       unfunded commitments                               -               -             36              -              139
      Other expense                                   7,247           7,400          7,272          6,920            6,750
Total noninterest expense                            17,002          17,026         16,276         16,422           15,800
Income before taxes                                  11,349          11,233         10,805         10,731           11,037
Net income                                           $6,918          $6,820         $6,557         $6,535           $6,734
Share Data
Basic earnings per share                              $0.44           $0.43          $0.42          $0.42            $0.43
Diluted earnings per share                             0.42            0.42           0.40           0.40             0.41
Book value per common share                           10.69           10.41           9.96           9.68             9.52
Tangible book value per common share                  $9.60           $9.22          $8.75          $8.44            $8.25
Shares outstanding                               15,857,207      15,857,107     15,855,107     15,778,090       15,707,835
Weighted average shares                          15,857,166      15,855,933     15,798,565     15,736,544       15,711,257
Weighted average diluted shares                  16,396,320      16,365,858     16,388,855     16,379,595       16,336,888
Credit Quality
Non-performing loans, net of
       government agency guarantees                  $4,512          $4,523         $3,913         $4,048           $2,961
Other real estate owned                                   -               -              -              -                -
Loans charged-off                                       498             368            564            357              392
Loans recovered                                        $419            $233           $259           $275             $261
Allowance for losses to total loans(1)                1.24%           1.25%          1.29%          1.32%            1.30%
Allowance for losses to NPLs(1)                        416%            417%           479%           456%             609%
Allowance for losses to NPAs(1)                        416%            417%           479%           456%             609%
Selected Financial Ratios
Return on average total assets                        1.46%           1.45%          1.42%          1.43%            1.51%
Return on average equity                             16.23%          16.64%         16.68%         16.93%           18.00%
Average yield on loans                                7.81%           7.82%          7.44%          7.24%            7.11%
Average yield on interest-earning assets              7.43%           7.44%          7.07%          6.86%            6.72%
Average rate on interest-bearing liabilities          2.97%           2.86%          2.50%          2.11%            1.94%
Net interest margin (fully tax-equivalent)            5.13%           5.19%          5.10%          5.21%            5.21%
Total risk based capital ratio                        11.3%           11.1%          11.1%          11.1%            10.8%
Tier 1 Capital ratio                                  10.3%           10.1%          10.1%          10.0%             9.8%

(1)      Allowance for losses includes allowance for loan losses and reserve for unfunded commitments.








                                        TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                   (Unaudited. Dollars in thousands, except share data)
                                                  Three months ended
                                         -------------------------------------------------------------------------------------
                                              December 31,     September 30,    June 30,     March 31,     December 31,
                                                  2006             2006          2006          2006            2005
                                         -------------------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
Cash and due from banks                         $102,220        $78,281       $84,663        $78,742        $90,562
Federal funds sold                                   794          1,387           526              -          2,377
Securities, available-for-sale                   198,361        209,886       221,828        244,441        260,278
Federal Home Loan Bank Stock                       8,320          8,206         8,103          7,691          7,602
Loans
      Commercial loans                           153,105        153,705       146,952        134,049        143,175
      Consumer loans                             525,513        527,185       517,588        510,809        508,233
      Real estate mortgage loans                 679,661        661,962       642,422        630,821        623,511
      Real estate construction loans             151,600        164,307       149,046        124,429        110,116
Total loans, gross                             1,509,879      1,507,159     1,456,008      1,400,108      1,385,035
Allowance for loan losses                        (16,914)       (16,993)      (16,893)       (16,644)       (16,226)
Premises and equipment                            21,830         21,556        21,597         21,068         21,291
Cash value of life insurance                      43,536         42,991        42,571         42,168         41,768
Goodwill                                          15,519         15,519        15,519         15,519         15,519
Intangible assets                                  1,666          3,361         3,711          4,061          4,407
Other assets                                      34,755         32,651        33,523         32,372         28,662
Total assets                                   1,919,966      1,904,004     1,871,156      1,829,526      1,841,275
Deposits
      Noninterest-bearing demand deposits        420,025        357,754       354,576        354,514        368,412
      Interest-bearing demand deposits           230,671        229,143       235,100        249,064        244,193
      Savings deposits                           374,605        369,933       388,847        432,087        438,177
      Time certificates                          573,848        568,344       535,917        491,726        446,015
Total deposits                                 1,599,149      1,525,174     1,514,440      1,527,391      1,496,797
Federal funds purchased                           38,000        106,500        96,700         45,800         96,800
Reserve for unfunded commitments                   1,849          1,849         1,849          1,813          1,813
Other liabilities                                 30,383         28,254        24,964         29,046         23,744
Other borrowings                                  39,911         35,848        33,971         31,441         31,390
Junior subordinated debt                          41,238         41,238        41,238         41,238         41,238
Total liabilities                              1,750,530      1,738,863     1,713,162      1,676,729      1,691,782
Total shareholders' equity                       169,436        165,141       157,994        152,797        149,493
Accumulated other
      comprehensive loss                          (4,521)        (3,607)       (5,629)        (5,330)        (3,825)
Average loans                                  1,498,040      1,477,551     1,427,735      1,384,541      1,344,654
Average interest-earning assets                1,711,743      1,701,166     1,676,705      1,646,777      1,615,901
Average total assets                           1,890,765      1,880,029     1,850,487      1,822,441      1,784,018
Average deposits                               1,550,979      1,501,630     1,497,571      1,498,825      1,473,625
Average total equity                            $170,518       $163,919      $157,232       $154,410       $149,619