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 26, 2006

                                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 26, 2006 TriCo  Bancshares  announced  its  quarterly  earnings for the
period ended March 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 April 26, 2006





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 26, 2006         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 26, 2006




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


                 TRICO BANCSHARES ANNOUNCES QUARTERLY EARNINGS

CHICO,  Calif.  - (April 26, 2006) - TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced  quarterly  earnings of $6,535,000
for the quarter  ended March 31, 2006.  This  represents a 24.7%  increase  when
compared  with  earnings of  $5,239,000  for the quarter  ended March 31,  2005.
Diluted  earnings per share for the quarter ended March 31, 2006 increased 25.0%
to $0.40 from $0.32 for the quarter  ended March 31,  2005.  Total assets of the
Company  increased  $173,914,000  (10.5%) to  $1,829,526,000  at March 31,  2006
versus  $1,655,612,000  at March 31, 2005. Total loans of the Company  increased
$217,675,000  (18.4%) to $1,400,108,000 at March 31, 2006 versus  $1,182,433,000
at March 31, 2005. Total deposits of the Company increased  $128,642,000  (9.2%)
to $1,527,391,000 at March 31, 2006 versus $1,398,749,000 at March 31, 2005.

Richard Smith, President and Chief Executive Officer, commented, "We are pleased
with the  performance  of our company  during the quarter  ended March 31, 2006.
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  during  this  most  recent
quarter.  Deposit  growth of nine  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 January 2006 opening of our full service  branch
in the Wal-Mart  supercenter at 1150 Harter Road in Yuba City,  California,  the
March 2006  opening of our full  service  branch in the Raley's  supermarket  at
25025 Blue Ravine Road in Folsom,  California, and the April 2006 opening of our
full service branch in the Bel Air  supermarket at 3250 Arena Boulevard in North
Natomas,  California.  The Folsom and North Natomas branches represent our ninth
and tenth  branches in the  Sacramento  metropolitan  area, and our fiftieth and
fifty-first branches overall."

The  improvement  in results from the  year-ago  quarter was due to a $2,712,000
(14.5%) increase in fully tax-equivalent net interest income to $21,468,000, and
a $1,121,000 (21.0%) increase in noninterest income.  These contributing factors
were partially offset by a $400,000 (400%) increase in provision for loan losses
to  $500,000  and  a  $1,309,000  (8.7%)  increase  in  noninterest  expense  to
$16,422,000 for the quarter ended March 31, 2006.

The  $2,712,000  increase  in net  interest  income  (FTE) was due to  increased
average balances of earning assets (up $182,749,000 or 12.5% to  $1,646,777,000)
and a 9 basis  point  increase  in net  interest  margin  (FTE)  to 5.21% in the
quarter ended March 31, 2006 compared to 5.12% in the year-ago quarter.






The $400,000 increase in provision for loan losses was mainly due to loan growth
as credit quality remained  excellent.  Net loan charge-offs  during the quarter
were $82,000.  Nonperforming  loans, net of government agency  guarantees,  were
$4,048,000 at March 31, 2006 compared to $2,961,000  and  $4,072,000 at December
31, 2005 and March 31, 2005,  respectively.  The Company's allowance for losses,
which  consists of the  allowance  for loan losses and the reserve for  unfunded
commitments,  was  $18,457,000 or 1.32% of total loans  outstanding  and 456% of
nonperforming loans.

The $1,121,000  (21.0%) increase in noninterest income from the year-ago quarter
was mainly  due to a $440,000  (14.5%)  increase  in service  charges on deposit
accounts to $3,474,000, a $180,000 (81.8%) gain in the increase in cash value of
life  insurance,  and a  $218,000  increase  related  to the  change in value of
mortgage  servicing rights.  The increase in service charges on deposit accounts
was primarily due to the introduction of a business overdraft  privilege product
in March 2005 and growth in  customer  count.  The gain in the  increase in cash
value of life insurance was due to higher earning rates on the related insurance
policies.  The  increase  related to the change in value of  mortgage  servicing
rights is due to the adoption of market value accounting for mortgage  servicing
rights  effective  January 1, 2006 and the related  change in market  value from
January 1, 2006 to March 31, 2006.

Noninterest expense for the first quarter of 2006 increased $1,309,000 (8.7%) to
$16,422,000 compared to the first quarter of 2005. Salaries and benefits expense
increased  $787,000 (9.4%) to $9,156,000.  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 Lincoln  (February  2005),  Folsom-East
Bidwell  (March  2005),   Roseville-Pleasant   Grove   (November   2005),   Yuba
City-Marketplace  (January 2006),  and  Folsom-Empire  Ranch/Blue  Ravine (March
2006). Other categories of noninterest expense such as equipment, occupancy, ATM
network  charges,  and other also increased,  in part, due to these newly opened
branches.  Advertising  and  marketing  expense  increased  $98,000  (28.7%)  to
$440,000.  Also, on January 1, 2006 the Company  adopted  Statement of Financial
Accounting  Standards No. 123 (revised 2004),  Share-Based  Payment (SFAS 123R),
using  the  modified-prospective  transition  method,  and began  expensing  the
grant-date  fair value of all unvested stock options  outstanding as of December
31, 2005 over their remaining  vesting  periods.  As such, the Company  included
$139,000 of expense  related to vesting of stock options in noninterest  expense
during the first  quarter of 2006  compared to no such expense  during the first
quarter of 2005.  The after-tax  effect of adopting SFAS 123R was a reduction of
net income of $100,000 and $0, and a reduction in diluted  earnings per share of
$0.006 and $0, for the first quarters of 2006 and 2005, respectively.

As of March 31, 2006, the Company had  repurchased  374,371 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which left 125,629  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 31-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 19 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 58 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,
                                                 2006            2005            2005           2005            2005
                                            --------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $27,978         $26,876        $25,334        $23,910          $22,636
Interest expense                                      6,773           6,100          5,519          4,789            4,121
Net interest income                                  21,205          20,776         19,815         19,121           18,515
Provision for loan losses                               500             561            947            561              100
Noninterest income:
      Service charges and fees                        4,857           4,790          4,795          4,505            4,062
      Other income                                    1,591           1,832          1,837          1,805            1,265
Total noninterest income                              6,448           6,622          6,632          6,310            5,327
Noninterest expense:
      Salaries and benefits                           9,156           8,565          8,584          8,408            8,369
      Intangible amortization                           346             346            346            346              343
      Provision for losses -
       unfunded commitments                               -             139              3             39              100
      Other expense                                   6,920           6,750          6,747          6,724            6,301
Total noninterest expense                            16,422          15,800         15,680         15,517           15,113
Income before taxes                                  10,731          11,037          9,820          9,353            8,629
Net income                                           $6,535          $6,734         $5,961         $5,737           $5,239
Share Data
Basic earnings per share                              $0.42           $0.43          $0.38          $0.37            $0.33
Diluted earnings per share                             0.40            0.41           0.37           0.35             0.32
Book value per common share                            9.68            9.52           9.30           9.10             8.87
Tangible book value per common share                  $8.44           $8.25          $8.04          $7.81            $7.57
Shares outstanding                               15,778,090      15,707,835     15,728,106     15,684,092       15,733,517
Weighted average shares                          15,736,544      15,711,257     15,687,547     15,701,867       15,729,725
Weighted average diluted shares                  16,379,595      16,336,888     16,330,035     16,288,728       16,366,705
Credit Quality
Non-performing loans, net of
       government agency guarantees                  $4,048          $2,961         $3,048         $2,922           $4,072
Other real estate owned                                   -               -              -              -                -
Loans charged-off                                       357             392            479            513              295
Loans recovered                                        $275            $261           $436           $281             $233
Allowance for losses to total loans(1)                1.32%           1.30%          1.32%          1.32%            1.37%
Allowance for losses to NPLs(1)                        456%            609%           573%           567%             398%
Allowance for losses to NPAs(1)                        456%            609%           573%           567%             398%
Selected Financial Ratios
Return on average total assets                        1.43%           1.51%          1.37%          1.37%            1.29%
Return on average equity                             16.93%          18.00%         16.26%         16.03%           14.83%
Average yield on loans                                7.24%           7.11%          6.93%          6.85%            6.69%
Average yield on interest-earning assets              6.86%           6.72%          6.51%          6.39%            6.25%
Average rate on interest-bearing liabilities          2.11%           1.94%          1.79%          1.62%            1.43%
Net interest margin (fully tax-equivalent)            5.21%           5.21%          5.10%          5.12%            5.12%
Total risk based capital ratio                        11.1%           10.8%          11.2%          11.5%            11.9%
Tier 1 Capital ratio                                  10.0%            9.8%          10.1%          10.5%            10.8%

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










                                  TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                             (Unaudited. Dollars in thousands, except per share data)
                                               Three months ended
                                          --------------------------------------------------------------------------
                                            March 31,     December 31,  September 30,    June 30,      March 31,
                                               2006           2005          2005           2005           2005
                                          --------------------------------------------------------------------------
                                                                                                 
Balance Sheet Data
Cash and due from banks                          $78,742        $90,562       $85,413        $79,287        $77,365
Federal funds sold                                     -          2,377           218            235            181
Securities, available-for-sale                   244,441        260,278       271,134        288,902        293,730
Federal Home Loan Bank Stock                       7,691          7,602         7,516          7,440          6,781
Loans
      Commercial loans                           134,049        143,175       141,057        137,620        125,354
      Consumer loans                             510,809        508,233       494,277        456,247        425,437
      Real estate mortgage loans                 630,821        623,511       600,875        573,836        556,059
      Real estate construction loans             124,429        110,116        91,881         82,349         75,583
Total loans, gross                             1,400,108      1,385,035     1,328,090      1,250,052      1,182,433
Allowance for loan losses                        (16,644)       (16,226)      (15,796)       (14,892)       (14,563)
Premises and equipment                            21,068         21,291        21,223         21,182         20,599
Cash value of life insurance                      42,168         41,768        41,519         41,099         40,699
Goodwill                                          15,519         15,519        15,519         15,519         15,519
Intangible assets                                  4,061          4,407         4,373          4,719          5,065
Other assets                                      32,372         28,662        27,647         27,100         27,803
Total assets                                   1,829,526      1,841,275     1,786,856      1,720,643      1,655,612
Deposits
      Noninterest-bearing demand deposits        354,514        368,412       346,456        332,887        312,738
      Interest-bearing demand deposits           249,064        244,193       243,926        236,134        238,787
      Savings deposits                           432,087        438,177       449,893        466,062        484,660
      Time certificates                          491,726        446,015       398,024        365,094        362,564
Total deposits                                 1,527,391      1,496,797     1,438,299      1,400,177      1,398,749
Federal funds purchased                           45,800         96,800       103,200         83,000         20,700
Reserve for unfunded commitments                   1,813          1,813         1,674          1,671          1,632
Other liabilities                                 29,046         23,744        24,412         24,161         25,483
Other borrowings                                  31,441         31,390        31,711         27,628         28,176
Junior subordinated debt                          41,238         41,238        41,238         41,238         41,238
Total liabilities                              1,676,729      1,691,782     1,640,534      1,577,875      1,515,978
Total shareholders' equity                       152,797        149,493       146,322        142,768        139,634
Accumulated other
      comprehensive loss                          (5,330)        (3,825)       (2,538)        (1,468)        (2,242)
Average loans                                  1,384,541      1,344,654     1,284,977      1,209,061      1,167,039
Average interest-earning assets                1,646,777      1,615,901     1,574,392      1,511,668      1,464,028
Average total assets                           1,822,441      1,784,018     1,744,015      1,679,653      1,628,827
Average deposits                               1,498,825      1,473,625     1,421,055      1,407,586      1,363,064
Average total equity                            $154,410       $149,619      $146,660       $143,196       $141,264