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):

                                 April 28, 2005

                                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 April 28, 2005 TriCo  Bancshares  announced  its  quarterly  earnings for the
period ended March 31, 2005. 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 April 28, 2005





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:  April 29, 2005         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 April 28, 2005












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


                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS 

CHICO,  Calif.  - (April 28, 2005) - TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced  quarterly  earnings of $5,239,000
for the quarter  ended March 31,  2005.  This  represents a 9.7%  increase  when
compared  with  earnings of  $4,777,000  for the quarter  ended March 31,  2004.
Diluted  earnings per share for the quarter ended March 31, 2005 increased 10.3%
to $0.32 from $0.29 for the quarter  ended March 31,  2004.  Total assets of the
Company  increased  $204,249,000  (14.1%) to  $1,655,612,000  at March 31,  2005
versus  $1,451,363,000  at March 31, 2004. Total loans of the Company  increased
$188,368,000  (19.0%) to $1,182,433,000 at March 31, 2005 versus $994,065,000 at
March 31, 2004. Total deposits of the Company increased  $158,810,000 (12.8%) to
$1,398,749,000 at March 31, 2005 versus $1,239,939,000 at March 31, 2004.

Richard Smith, President and Chief Executive Officer commented,  "We are pleased
with the  performance  of our company  during the quarter  ended March 31, 2005.
Loan growth  during this most recent  quarter was good and  consistent  with the
pattern  we have seen  during  the first  quarter  of recent  years.  The credit
quality of our loan portfolio remained excellent and continued to improve during
this most recent  quarter.  Deposit growth of nearly  thirteen  percent from the
year-ago quarter end and another quarter of double-digit  growth in earnings per
share  when  compared  to the  year-ago  quarter  are  evidence  that our growth
strategy has been  effective.  We will  continue to execute our growth  strategy
throughout  the Central  Valley of  California as evidenced by the February 2005
opening  of our full  service  branch in the  Raley's  supermarket  at 765 South
Highway 65 in Lincoln, California."

The  improvement  in results from the  year-ago  quarter was due to a $1,609,000
(9.4%)   increase  in  fully   tax-equivalent   (FTE)  net  interest  income  to
$18,756,000,  and a $513,000  (83.7%)  decrease in provision  for loan losses to
$100,000.  These contributing factors were partially offset by a $428,000 (7.4%)
decrease in noninterest  income to $5,327,000 and a $730,000  (5.1%) increase in
noninterest expense to $15,113,000 for the quarter ended March 31, 2005.

The  $1,609,000  increase  in net  interest  income  (FTE) was due to  increased
average balances of earning assets (up $182,996,000 or 14.3% to  $1,464,028,000)
offset by a 23 basis point decrease in net interest margin (FTE) to 5.12% in the
quarter  ended March 31, 2005  compared to 5.35% in the  year-ago  quarter.  The
decrease in net  interest  margin is mainly due to a 21 basis point  decrease in
average  yield on loans from 6.90% in the quarter  ended March 31, 2004 to 6.69%
in the quarter  ended March 31,  2005.  While  average loan  balances  increased
$196,246,000  (20.2%) from  $970,793,000  in the quarter ended March 31, 2004 to
$1,167,039,000  in the quarter  ended March 31,  2005,  most of this loan growth
occurred in variable rate home equity and first mortgage  loans,  and short-term
fixed rate auto loans.  While these  categories  of loans have  favorable  yield
performance  should  short-term  interest  rates  continue  to rise,  new  loans
originated in these  categories  over the last twelve months had average  yields
less than the average yield of the existing loan portfolio.





The  $513,000  decrease in  provision  for loan losses was due to the  continued
excellent and improving credit quality of the Company's loan portfolio. Net loan
charge-offs  during  the  quarter  were  $62,000.  Nonperforming  loans,  net of
government  agency  guarantees,  were  $4,072,000  at March 31, 2005 compared to
$4,906,000 and $5,265,000 at December 31, 2004 and March 31, 2004, respectively.
The  Company's  allowance for losses,  which  consists of the allowance for loan
losses and the reserve for unfunded  commitments,  was  $16,195,000  or 1.37% of
total loans outstanding and 398% of nonperforming loans.

The $428,000 decrease in noninterest income from the year-ago quarter was mainly
due to a $333,000  decrease  in gain on sale loans to  $292,000,  and a $212,000
reduction  in the  increase in cash value of life  insurance  to $220,000 in the
quarter  ended March 31, 2005.  The decrease in gain on sale of loans was due to
the  continued  slowdown in the  mortgage  refinance  market,  while the reduced
increase in cash value of life  insurance was due to lower earnings rates on the
underlying insurance policies.

The $730,000 increase in noninterest expense in the quarter ended March 31, 2005
was due to a $202,000  increase in salaries and benefits  expense to $8,369,000,
and a $528,000  increase in other  noninterest  expense to  $6,744,000  from the
year-ago  quarter.  The increase in salaries and benefits expense was mainly due
to annual salary increases,  and new employees at the Company's  recently opened
branches  in  Turlock  (April  2004),  Woodland  (November  2004),  and  Lincoln
(February  2005).  Other  categories of  noninterest  expense such as equipment,
occupancy,  ATM network  charges,  and other were also up, in part, due to these
newly opened branches.  Advertising and marketing  expense was up $151,000 (79%)
to  $342,000  in the quarter  ended  March 31,  2005  compared  to the  year-ago
quarter.

As of March 31, 2005, the Company had  repurchased  236,400 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which left 263,600  shares  available for  repurchase  under the
plan.

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 30-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 15 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 60 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 per share data)

                                                                          Three months ended
                                              -----------------------------------------------------------------------------
                                                 March 31,     December 31,   September 30,     June 30,      March 31,
                                                   2005            2004           2004            2004           2004
                                              -----------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
      Interest income                                $ 22,636       $ 22,441        $ 21,951       $ 20,628       $ 19,912
      Interest expense                                  4,122          3,768           3,494          3,087          3,014
      Net interest income                              18,514         18,673          18,457         17,541         16,898
      Provision (benefit) for loan losses                 100           (183)          1,166          1,305            613
      Noninterest income:
         Service charges and fees                       4,062          4,266           4,434          4,910          4,081
         Other income                                   1,265          1,470           1,927          2,032          1,672
      Total noninterest income                          5,327          5,736           6,361          6,942          5,755
      Noninterest expense:
         Salaries and benefits                          8,369          8,265           8,319          8,440          8,167
         Intangible amortization                          343            343             343            343            331
         Provision for losses -
          unfunded commitments                            100            483             134             (5)            37
         Other expense                                  6,301          6,724           6,427          6,629          5,848
      Total noninterest expense                        15,113         15,815          15,223         15,407         14,383
      Income before taxes                               8,628          8,777           8,429          7,771          7,657
      Net income                                      $ 5,239        $ 5,355         $ 5,203        $ 4,847        $ 4,777
Share Data(1)
      Basic earnings per share                         $ 0.33         $ 0.34          $ 0.33         $ 0.31         $ 0.31
      Diluted earnings per share                         0.32           0.33            0.32           0.30           0.29
      Book value per common share                        8.87           8.79            8.64           8.20           8.28
      Tangible book value per common share             $ 7.57         $ 7.45          $ 7.33         $ 6.87         $ 6.92
      Shares outstanding                           15,733,517     15,723,317      15,697,817     15,639,897     15,635,522
      Weighted average shares                      15,729,725     15,712,605      15,672,300     15,639,556     15,616,540
      Weighted average diluted shares              16,366,705     16,396,447      16,247,422     16,215,160     16,212,845
Credit Quality
      Non-performing loans, net of
          government agency guarantees                $ 4,072        $ 4,906         $ 4,931        $ 3,886        $ 5,265
      Other real estate owned                               -              -               -            628            924
      Loans charged-off                                   295            579             687            178            188
      Loans recovered                                   $ 233          $ 120            $ 74          $ 110           $ 62
      Allowance for losses to total loans(2)            1.37%          1.37%           1.44%          1.44%          1.44%
      Allowance for losses to NPLs(2)                    398%           296%            329%           400%           272%
      Allowance for losses to NPAs(2)                    398%           296%            329%           344%           231%
Selected Financial Ratios
      Return on average total assets                    1.29%          1.35%           1.34%          1.29%          1.33%
      Return on average equity                         14.83%         15.44%          15.57%         14.97%         14.80%
      Average yield on loans                            6.69%          6.82%           6.87%          6.82%          6.90%
      Average yield on earning assets                   6.25%          6.33%           6.35%          6.18%          6.30%
      Average rate on earning liabilities               1.43%          1.35%           1.25%          1.14%          1.18%
      Net interest margin (fully tax-equivalent)        5.12%          5.28%           5.35%          5.27%          5.35%
      Total risk based capital ratio                    11.9%          11.9%           12.4%          12.4%          11.5%
      Tier 1 Capital ratio                              10.8%          10.7%           11.0%          10.9%          10.3%




      (1) Share and per share data for all periods have been adjusted to reflect
          the 2-for-1 stock split  announced March 11, 2004 payable on April 30,
          2004 to shareholders of record on April 9, 2004.

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







                                      TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                 (Unaudited. Dollars in thousands, except per share data)

                                                                           Three months ended
                                                  -------------------------------------------------------------------------
                                                    March 31,    December 31,  September 30,     June 30,      March 31,
                                                       2005          2004           2004           2004          2004
                                                  -------------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
      Cash and due from banks                           $ 77,365      $ 70,037       $ 64,318       $ 65,512      $ 55,568
      Fed funds sold                                         181             -              -              -             -
      Securities, available-for-sale                     293,730       286,013        286,067        302,341       307,647
      Federal Home Loan Bank Stock                         6,781         6,781          6,719          6,642         4,830
      Loans
         Commercial loans                                125,354       140,332        151,998        146,262       131,759
         Consumer loans                                  425,437       410,198        384,560        357,901       334,221
         Real estate mortgage loans                      556,059       544,373        527,808        518,696       465,429
         Real estate construction loans                   75,583        78,064         62,057         55,605        62,656
      Total loans, gross                               1,182,433     1,172,967      1,126,423      1,078,464       994,065
      Allowance for loan losses                          (14,563)      (14,525)       (15,167)       (14,614)      (13,377)
      Premises and equipment                              20,599        19,853         20,118         18,996        19,288
      Cash value of life insurance                        40,699        40,479         40,196         39,844        39,412
      Goodwill                                            15,519        15,519         15,519         15,519        15,519
      Intangible assets                                    5,065         5,408          5,070          5,412         5,755
      Other assets                                        27,803        24,974         25,283         27,972        22,656
      Total assets                                     1,655,612     1,627,506      1,574,546      1,546,088     1,451,363
      Deposits
         Noninterest bearing demand deposits             312,738       311,275        298,319        282,292       260,299
         Interest bearing demand deposits                238,787       230,763        224,619        224,552       222,986
         Savings deposits                                484,660       474,414        474,345        476,798       488,915
         Time certificates                               362,564       332,381        294,858        283,710       267,739
      Total deposits                                   1,398,749     1,348,833      1,292,141      1,267,352     1,239,939
      Fed funds purchased & repurchase agreements         20,700        46,400         57,300         66,000        16,300
      Reserve for unfunded commitments                     1,632         1,532          1,049            915           920
      Other liabilities                                   25,483        23,219         19,971         19,397        21,194
      Other borrowings                                    28,176        28,152         27,159         22,866        22,877
      Junior subordinated debt                            41,238        41,238         41,238         41,238        20,619
      Total liabilities                                1,515,978     1,489,374      1,438,858      1,417,768     1,321,849
      Total shareholders' equity                         139,634       138,132        135,688        128,320       129,514
      Accumulated other
         comprehensive income (loss)                      (2,242)         (352)         1,155         (1,984)        2,426
      Average loans                                    1,167,039     1,142,483      1,098,442      1,029,425       970,793
      Average interest earning assets                  1,464,028     1,433,641      1,399,342      1,351,774     1,281,032
      Average total assets                             1,628,827     1,592,464      1,552,743      1,505,261     1,440,953
      Average deposits                                 1,363,064     1,343,273      1,275,599      1,252,472     1,231,704
      Average total equity                             $ 141,264     $ 138,727      $ 133,628      $ 129,481     $ 129,133