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):

                                October 26, 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 October 26, 2005 TriCo  Bancshares  announced its quarterly  earnings for the
period ended  September  30,  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 October 26, 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:  October 27, 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 October 26, 2005












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


                  TRICO BANCSHARES ANNOUNCES RECORD EARNINGS IN
                               THIRD QUARTER 2005

CHICO,  Calif. - (October 26, 2005) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties  Bank,  today  announced  record  quarterly  earnings of
$5,961,000  for the quarter ended  September 30, 2005.  This  represents a 14.6%
increase  when  compared  with  earnings of  $5,203,000  for the  quarter  ended
September 30, 2004.  Diluted  earnings per share for the quarter ended September
30, 2005 increased 15.6% to $0.37 from $0.32 for the quarter ended September 30,
2004.   Total  assets  of  the  Company   increased   $212,310,000   (13.5%)  to
$1,786,856,000 at September 30, 2005 from  $1,574,546,000 at September 30, 2004.
Total loans of the Company increased  $201,667,000  (17.9%) to $1,328,090,000 at
September 30, 2005 from  $1,126,423,000 at September 30, 2004. Total deposits of
the Company  increased  $146,158,000  (11.3%) to $1,438,299,000 at September 30,
2005 from  $1,292,141,000 at September 30, 2004.  Diluted earnings per share for
the nine  months  ended  September  30,  2005 and 2004  were  $1.04  and  $0.91,
respectively, on earnings of $16,937,000 and $14,827,000, respectively.

The  improvement  in results from the  year-ago  quarter was due to a $1,374,000
(7.3%)   increase  in  fully   tax-equivalent   (FTE)  net  interest  income  to
$20,086,000,  a  $219,000  (18.8%)  decrease  in  provision  for loan  losses to
$947,000,  and a $271,000 (4.3%)  increase in noninterest  income to $6,632,000.
These  contributing  factors were partially offset by a $457,000 (3.0%) increase
in noninterest expense to $15,680,000 for the quarter ended September 30, 2005.

The increase in net  interest  income  (FTE) was due to a  $175,050,000  (12.5%)
increase in average balances of interest-earning assets to $1,574,392,000 offset
by a 0.25% decrease in net interest  margin (FTE) to 5.10%.  The decrease in net
interest  margin from the year-ago  quarter was mainly due to rising  short-term
interest rates,  and steady to declining  long-term  interest rates,  during the
period from June 30, 2004 to September 30, 2005.

The  $219,000  decrease in  provision  for loan losses was due to the  continued
excellent  credit quality of the Company's loan portfolio.  Net loan charge-offs
during the quarter were $43,000.  Nonperforming  loans, net of government agency
guarantees,  were  $3,048,000 at September  30, 2005 compared to $4,906,000  and
$4,931,000  at December  31, 2004 and  September  30,  2004,  respectively.  The
Company's allowance for losses,  which consists of the allowance for loan losses
and the reserve for  unfunded  commitments,  was  $17,470,000  or 1.32% of total
loans outstanding and 573% of nonperforming loans at September 30, 2005 compared
to $16,216,000  or 1.44% of total loans  outstanding  and 329% of  nonperforming
loans at September 30, 2004.

Included in the results for the year-ago  quarter  ended  September 30, 2004 was
$384,000  from  gain  on  sale  of  other  real  estate.  Excluding  this  item,
noninterest  income for the  quarter  ended  September  30, 2004 would have been
$5,977,000,  and the  $6,632,000  of  noninterest  income for the quarter  ended
September 30, 2005 would have represented a $655,000 (11.0%) increase.





Noninterest  expense for the third quarter of 2005 increased  $457,000 (3.0%) to
$15,680,000  from  $15,223,000  in the third  quarter of 2004.  The  increase in
noninterest  expense was the result of a $265,000  (3.2%) increase in salary and
benefit  expense to  $8,584,000  and a $192,000  (2.8%)  net  increase  in other
noninterest  expense  categories  to  $7,096,000.  The  increase  in salary  and
benefits  expense was the net result of annual salary  increases,  new employees
from the opening of de-novo  branches in Woodland  (November  2004), and Lincoln
(February 2005), offset by reduced incentive commissions,  overtime, and workers
compensation expense. Included in the $192,000 net increase in other noninterest
income categories was a $293,000 increase in advertising expense, and a $408,000
decrease in professional fees.

As of September  30, 2005,  the Company had  repurchased  351,100  shares of its
common  stock under its stock  repurchase  plan  announced  on July 31, 2003 and
amended on April 9, 2004,  which left 148,900  shares  available for  repurchase
under the plan.

Richard Smith, President and Chief Executive Officer commented,  "We are pleased
with the performance of our company during the quarter ended September 30, 2005.
Loan and deposit balances increased 17.9% and 11.3%, respectively, when compared
to year-ago  quarter end balances.  Our net interest  margin and credit  quality
have remained  excellent and stable  throughout 2005. As a result,  our earnings
and our growth in  earnings  remain  strong  while we  continue  to execute  our
ambitious  expansion  strategy.  The grand opening of our  Sacramento  Financial
Center  was  received  very  positively  by  the  Sacramento  community.  We are
confident  this  branch  will  perform  well  as the hub  connecting  all of our
in-store branches in the Sacramento  region.  Riding closely on the heels of our
Sacramento  hub,  our next new  branch  will open on  November  2 inside a newly
constructed Wal-Mart Super Center in Roseville, which is a strong market that we
have  specifically  targeted for future growth.  Additional  plans for expansion
include three new in-store  branches in the first quarter of 2006 in Sacramento,
Yuba City and  Redding,  adding  more  convenience  and  service  for our strong
foundation  in these  communities."  Tri  Counties  Bank  has been  aggressively
opening new branches  throughout  Sacramento  for the past five years.  The bank
announced last summer its plan to open six additional branches in the Sacramento
area,  three of which have already started serving  customers inside Raley's and
Bel Air  supermarkets  in  Woodland,  Lincoln  and  Folsom.  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
                                              -----------------------------------------------------------------------------
                                               September 30,     June 30,       March 31,     December 31,   September 30,
                                                   2005            2005           2005            2004           2004
                                              -----------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
      Interest income                                 $25,334        $23,910         $22,636        $22,441         $21,951
      Interest expense                                  5,519          4,789           4,121          3,768           3,494
      Net interest income                              19,815         19,121          18,515         18,673          18,457
      Provision (benefit) for loan losses                 947            561             100           (183)          1,166
      Noninterest income:
         Service charges and fees                       4,795          4,505           4,062          4,266           4,436
         Other income                                   1,837          1,805           1,265          1,470           1,925
      Total noninterest income                          6,632          6,310           5,327          5,736           6,361
      Noninterest expense:
         Salaries and benefits                          8,584          8,408           8,369          8,265           8,319
         Intangible amortization                          346            346             343            343             343
         Provision for losses -
          unfunded commitments                              3             39             100            483             134
         Other expense                                  6,747          6,724           6,301          6,724           6,427
      Total noninterest expense                        15,680         15,517          15,113         15,815          15,223
      Income before taxes                               9,820          9,353           8,629          8,777           8,429
      Net income                                       $5,961         $5,737          $5,239         $5,355          $5,203
Share Data(1)
      Basic earnings per share                          $0.38          $0.37           $0.33          $0.34           $0.33
      Diluted earnings per share                         0.37           0.35            0.32           0.33            0.32
      Book value per common share                        9.30           9.10            8.87           8.79            8.64
      Tangible book value per common share              $8.04          $7.81           $7.57          $7.45           $7.33
      Shares outstanding                           15,728,106     15,684,092      15,733,517     15,723,317      15,697,817
      Weighted average shares                      15,687,547     15,701,867      15,729,725     15,712,605      15,672,300
      Weighted average diluted shares              16,330,035     16,288,728      16,366,705     16,396,447      16,254,005
Credit Quality
      Non-performing loans, net of
          government agency guarantees                 $3,048         $2,922          $4,072         $4,906          $4,931
      Other real estate owned                               -              -               -              -               -
      Loans charged-off                                   479            513             295            579             687
      Loans recovered                                    $436           $281            $233           $120             $74
      Allowance for losses to total loans(2)            1.32%          1.32%           1.37%          1.37%           1.44%
      Allowance for losses to NPLs(2)                    573%           567%            398%           327%            329%
      Allowance for losses to NPAs(2)                    573%           567%            398%           327%            329%
Selected Financial Ratios
      Return on average total assets                    1.37%          1.37%           1.29%          1.35%           1.34%
      Return on average equity                         16.26%         16.03%          14.83%         15.44%          15.57%
      Average yield on loans                            6.93%          6.85%           6.69%          6.82%           6.87%
      Average yield on interest-earning assets          6.51%          6.39%           6.25%          6.33%           6.35%
      Average rate on interest-bearing liabilities      1.79%          1.62%           1.43%          1.35%           1.25%
      Net interest margin (fully tax-equivalent)        5.10%          5.12%           5.12%          5.28%           5.35%
      Total risk based capital ratio                    11.2%          11.5%           11.9%          11.9%           12.4%
      Tier 1 Capital ratio                              10.1%          10.5%           10.8%          10.7%           11.0%

(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
                                                    ---------------------------------------------------------------------
                                                    September 30,  June 30,     March 31,     December 31,  September 30,
                                                        2005         2005          2005           2004           2004
                                                    ---------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
      Cash and due from banks                            $85,413      $79,287        $77,365        $70,037        $64,318
      Federal funds sold                                     218          235            181              -              -
      Securities, available-for-sale                     271,134      288,902        293,730        286,013        286,067
      Federal Home Loan Bank Stock                         7,516        7,440          6,781          6,781          6,719
      Loans
         Commercial loans                                141,057      137,620        125,354        140,332        151,998
         Consumer loans                                  494,277      456,247        425,437        410,198        384,560
         Real estate mortgage loans                      600,875      573,836        556,059        544,373        527,808
         Real estate construction loans                   91,881       82,349         75,583         78,064         62,057
      Total loans, gross                               1,328,090    1,250,052      1,182,433      1,172,967      1,126,423
      Allowance for loan losses                          (15,796)     (14,892)       (14,563)       (14,525)       (15,167)
      Premises and equipment                              21,223       21,182         20,599         19,853         20,118
      Cash value of life insurance                        41,519       41,099         40,699         40,479         40,196
      Goodwill                                            15,519       15,519         15,519         15,519         15,519
      Intangible assets                                    4,373        4,719          5,065          5,408          5,070
      Other assets                                        27,647       27,100         27,803         24,974         25,283
      Total assets                                     1,786,856    1,720,643      1,655,612      1,627,506      1,574,546
      Deposits
         Noninterest-bearing demand deposits             346,456      332,887        312,738        311,275        298,319
         Interest-bearing demand deposits                243,926      236,134        238,787        230,763        224,619
         Savings deposits                                449,893      466,062        484,660        474,414        474,345
         Time certificates                               398,024      365,094        362,564        332,381        294,858
      Total deposits                                   1,438,299    1,400,177      1,398,749      1,348,833      1,292,141
      Federal funds purchased & repurchase agreements    103,200       83,000         20,700         46,400         57,300
      Reserve for unfunded commitments                     1,674        1,671          1,632          1,532          1,049
      Other liabilities                                   24,412       24,161         25,483         23,219         19,971
      Other borrowings                                    31,711       27,628         28,176         28,152         27,159
      Junior subordinated debt                            41,238       41,238         41,238         41,238         41,238
      Total liabilities                                1,640,534    1,577,875      1,515,978      1,489,374      1,438,858
      Total shareholders' equity                         146,322      142,768        139,634        138,132        135,688
      Accumulated other
         comprehensive income (loss)                      (2,538)      (1,468)        (2,242)          (352)         1,155
      Average loans                                    1,284,977    1,209,061      1,167,039      1,142,483      1,098,442
      Average interest-earning assets                  1,574,392    1,511,668      1,464,028      1,433,641      1,399,342
      Average total assets                             1,744,015    1,679,653      1,628,827      1,592,464      1,552,743
      Average deposits                                 1,421,055    1,407,586      1,363,064      1,343,273      1,275,599
      Average total equity                              $146,660     $143,196       $141,264       $138,727       $133,628