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):

                                July 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 July 26, 2006 TriCo  Bancshares  announced  its  quarterly  earnings for the
period ended June 30, 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 July 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:  July 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 July 26, 2006





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


                      TRICO BANCSHARES QUARTERLY EARNINGS

CHICO,  Calif. - (July 26, 2006) - TriCo
Bancshares (NASDAQ:  TCBK), parent company of Tri Counties Bank, today announced
quarterly  earnings of  $6,557,000  for the quarter  ended June 30,  2006.  This
represents a 14.3%  increase when  compared with earnings of $5,737,000  for the
quarter  ended June 30, 2005.  Diluted  earnings per share for the quarter ended
June 30, 2006 increased 14.3% to $0.40 from $0.35 for the quarter ended June 30,
2005.   Total   assets  of  the  Company   increased   $150,513,000   (8.8%)  to
$1,871,156,000  at June 30, 2006 from  $1,720,643,000  at June 30,  2005.  Total
loans of the Company  increased  $205,956,000  (16.5%) to $1,456,008,000 at June
30, 2006 from  $1,250,052,000  at June 30, 2005.  Total  deposits of the Company
increased   $114,263,000   (8.2%)  to  $1,514,440,000  at  June  30,  2005  from
$1,400,177,000  at June 30, 2005.  Diluted earnings per share for the six months
ended June 30, 2006 and 2005 were $0.80 and $0.67, respectively,  on earnings of
$13,092,000 and $10,976,000, respectively.

The  improvement  in results from the  year-ago  quarter was due to a $1,997,000
(10.3%) increase in fully tax-equivalent net interest income to $21,358,000, and
a  $221,000  (3.5%)  increase  in  noninterest   income  to  $6,531,000.   These
contributing  factors were  partially  offset by a $759,000  (4.9%)  increase in
noninterest expense to $16,276,000 for the quarter ended June 30, 2006.

The increase in net  interest  income  (FTE) was due to a  $165,037,000  (10.9%)
increase in average balances of  interest-earning  assets to $1,676,705,000 that
was minimally  offset by a 0.02% decrease in net interest margin (FTE) to 5.10%.
The decrease in net interest  margin was mainly due to an 0.18%  increase in the
impact of net  noninterest-bearing  funds to 0.53%  from  0.35% in the  year-ago
quarter  that was  offset  by a 0.20%  decrease  in net  interest  spread as the
average yield on interest-earning  assets increased 0.68% while the average rate
paid on  interest-bearing  liabilities  increased  0.88% from the year-ago three
month period.

The Company  provided  $554,000  for loan  losses in the second  quarter of 2006
versus  $561,000  in the second  quarter of 2005.  During the second  quarter of
2006, the Company  recorded  $305,000 of net loan charge offs versus $232,000 of
net loan  charge-offs  in the year  earlier  quarter.  The  $305,000 of net loan
charge-offs during the second quarter of 2006 represented 0.085% of average loan
balances on an  annualized  basis.  At June 30,  2006,  the  Company's  combined
allowance  for loan losses  ($16,893,000)  and reserve for unfunded  commitments
($1,849,000)  represented 479% of non-performing  loans net of government agency
guarantees ($3,913,000).

The increase in noninterest income from the year-ago quarter was mainly due to a
$364,000  (10.9%)  increase in service charges on deposit accounts to $3,706,000
and a $115,000  (14.7%)  increase in ATM fees and  interchange  to $896,000 that
were partially  offset by a $136,000  (20.6%) decrease in commissions on sale of
nondeposit  investment products to $524,000,  and a $116,000 (27.0%) decrease in
gain on sale of loans to $313,000.  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 increase in ATM fees and
interchange  was due to growth in customer count and expansion of ATM network as
part of new branch  openings.  The decrease in gain on sale of loans is due to a
slowdown in residential mortgage refinance activity.




Noninterest  expense for the second  quarter of 2006 increased  $759,000  (4.9%)
compared to the second quarter of 2005.  Salaries and benefits expense increased
$210,000 (2.5%) to $8,618,000. 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  Roseville-Pleasant  Grove (November  2005),
Yuba  City-Marketplace   (January  2006),   Folsom-Empire  Ranch  (March  2006),
Natomas-Arena  Blvd (April 2006),  Antelope (May 2006), and Anderson (June 2006)
that were partially  offset by reduced  performance  incentive  expenses.  Other
categories of noninterest  expense  including  occupancy and ATM network charges
also  increased,  in part, due to these newly opened  branches.  Advertising and
marketing  expense  increased  $198,000 (59.1%) to $533,000.  Professional  fees
increase  $236,000 (86.1%) to $510,000 due to increased audit fees and increased
legal fees related to loan collection efforts.

As of June 30, 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.

Richard Smith, President and Chief Executive Officer commented,  "We continue to
execute our growth strategy within the Central Valley of California as evidenced
by the  opening of five  branches  during  the first six  months of 2006.  These
openings  represent a 10%  increase in our branch  locations  and a  significant
increase in our Sacramento-area  market presence.  We believe this strategy will
allow us to  continue  to grow our Company in a  profitable  manner  despite the
current  environment of a flat yield curve,  increased  competition for deposits
and a slowdown in mortgage refinance  activity.  We are encouraged by the strong
loan growth,  the continued  excellent  credit quality of our loan portfolio and
the steady  increase in service  charge and fee  revenue we achieved  during the
most recent quarter."

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 21 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
                                            -------------------------------------------------------------------------------
                                                     June 30,     March 31,   December 31,     September 30,       June 30,
                                                     2006         2006        2005             2005                2005
                                            --------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $29,379         $27,978        $26,876        $25,334          $23,910
Interest expense                                      8,275           6,773          6,100          5,519            4,789
Net interest income                                  21,104          21,205         20,776         19,815           19,121
Provision for loan losses                               554             500            561            947              561
Noninterest income:
      Service charges and fees                        4,956           4,857          4,790          4,795            4,505
      Other income                                    1,575           1,591          1,832          1,837            1,805
Total noninterest income                              6,531           6,448          6,622          6,632            6,310
Noninterest expense:
      Salaries and benefits                           8,618           9,156          8,565          8,584            8,408
      Intangible amortization                           350             346            346            346              346
      Provision for losses -
       unfunded commitments                              36               -            139              3               39
      Other expense                                   7,272           6,920          6,750          6,747            6,724
Total noninterest expense                            16,276          16,422         15,800         15,680           15,517
Income before taxes                                  10,805          10,731         11,037          9,820            9,353
Net income                                           $6,557          $6,535         $6,734         $5,961           $5,737
Share Data
Basic earnings per share                              $0.42           $0.42          $0.43          $0.38            $0.37
Diluted earnings per share                             0.40            0.40           0.41           0.37             0.35
Book value per common share                            9.96            9.68           9.52           9.30             9.10
Tangible book value per common share                  $8.75           $8.44          $8.25          $8.04            $7.81
Shares outstanding                               15,855,107      15,778,090     15,707,835     15,728,106       15,684,092
Weighted average shares                          15,798,565      15,736,544     15,711,257     15,687,547       15,701,867
Weighted average diluted shares                  16,388,855      16,379,595     16,336,888     16,330,035       16,288,728
Credit Quality
Non-performing loans, net of
       government agency guarantees                  $3,913          $4,048         $2,961         $3,048           $2,922
Other real estate owned                                   -               -              -              -                -
Loans charged-off                                       564             357            392            479              513
Loans recovered                                        $259            $275           $261           $436             $281
Allowance for losses to total loans(1)                1.29%           1.32%          1.30%          1.32%            1.32%
Allowance for losses to NPLs(1)                        479%            456%           609%           573%             567%
Allowance for losses to NPAs(1)                        479%            456%           609%           573%             567%
Selected Financial Ratios
Return on average total assets                        1.42%           1.43%          1.51%          1.37%            1.37%
Return on average equity                             16.68%          16.93%         18.00%         16.26%           16.03%
Average yield on loans                                7.44%           7.24%          7.11%          6.93%            6.85%
Average yield on interest-earning assets              7.07%           6.86%          6.72%          6.51%            6.39%
Average rate on interest-bearing liabilities          2.50%           2.11%          1.94%          1.79%            1.62%
Net interest margin (fully tax-equivalent)            5.10%           5.21%          5.21%          5.10%            5.12%
Total risk based capital ratio                        11.1%           11.1%          10.8%          11.2%            11.5%
Tier 1 Capital ratio                                  10.1%           10.0%           9.8%          10.1%            10.5%

(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
                                          --------------------------------------------------------------------------
                                               June 30,        March 31,      December 31,    September 30,   June 30,
                                               2006            2006           2005            2005            2005
                                          --------------------------------------------------------------------------
                                                                                                 
Cash and due from banks                          $84,663        $78,742       $90,562        $85,413        $79,287
Federal funds sold                                   526              -         2,377            218            235
Securities, available-for-sale                   221,828        244,441       260,278        271,134        288,902
Federal Home Loan Bank Stock                       8,103          7,691         7,602          7,516          7,440
Loans
      Commercial loans                           146,952        134,049       143,175        141,057        137,620
      Consumer loans                             517,588        510,809       508,233        494,277        456,247
      Real estate mortgage loans                 642,422        630,821       623,511        600,875        573,836
      Real estate construction loans             149,046        124,429       110,116         91,881         82,349
Total loans, gross                             1,456,008      1,400,108     1,385,035      1,328,090      1,250,052
Allowance for loan losses                        (16,893)       (16,644)      (16,226)       (15,796)       (14,892)
Premises and equipment                            21,597         21,068        21,291         21,223         21,182
Cash value of life insurance                      42,571         42,168        41,768         41,519         41,099
Goodwill                                          15,519         15,519        15,519         15,519         15,519
Intangible assets                                  3,711          4,061         4,407          4,373          4,719
Other assets                                      33,523         32,372        28,662         27,647         27,100
Total assets                                   1,871,156      1,829,526     1,841,275      1,786,856      1,720,643
Deposits
      Noninterest-bearing demand deposits        354,576        354,514       368,412        346,456        332,887
      Interest-bearing demand deposits           235,100        249,064       244,193        243,926        236,134
      Savings deposits                           388,847        432,087       438,177        449,893        466,062
      Time certificates                          535,917        491,726       446,015        398,024        365,094
Total deposits                                 1,514,440      1,527,391     1,496,797      1,438,299      1,400,177
Federal funds purchased                           96,700         45,800        96,800        103,200         83,000
Reserve for unfunded commitments                   1,849          1,813         1,813          1,674          1,671
Other liabilities                                 24,964         29,046        23,744         24,412         24,161
Other borrowings                                  33,971         31,441        31,390         31,711         27,628
Junior subordinated debt                          41,238         41,238        41,238         41,238         41,238
Total liabilities                              1,713,162      1,676,729     1,691,782      1,640,534      1,577,875
Total shareholders' equity                       157,994        152,797       149,493        146,322        142,768
Accumulated other
      comprehensive loss                          (5,629)        (5,330)       (3,825)        (2,538)        (1,468)
Average loans                                  1,427,735      1,384,541     1,344,654      1,284,977      1,209,061
Average interest-earning assets                1,676,705      1,646,777     1,615,901      1,574,392      1,511,668
Average total assets                           1,850,487      1,822,441     1,784,018      1,744,015      1,679,653
Average deposits                               1,497,571      1,498,825     1,473,625      1,421,055      1,407,586
Average total equity                            $157,232       $154,410      $149,619       $146,660       $143,196