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 24, 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 October 24, 2006 TriCo  Bancshares  announced its quarterly  earnings for the
period ended  September  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 October 24, 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:  October 24, 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 October 24, 2006





Exhibit No. 99.1
----------------

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

TRICO BANCSHARES  ANNOUNCES RECORD QUARTERLY  EARNINGS CHICO,  Calif. - (October
24, 2006) - TriCo  Bancshares  (NASDAQ:  TCBK),  parent  company of Tri Counties
Bank, today announced  record  quarterly  earnings of $6,820,000 for the quarter
ended  September 30, 2006.  This  represents a 14.4% increase when compared with
earnings of  $5,961,000  for the  quarter  ended  September  30,  2005.  Diluted
earnings per share for the quarter ended  September 30, 2006 increased  13.5% to
$0.42 from $0.37 for the quarter ended  September 30, 2005.  Total assets of the
Company  increased  $117,148,000  (6.6%) to $1,904,004,000 at September 30, 2006
from  $1,786,856,000 at September 30, 2005. Total loans of the Company increased
$179,069,000 (13.5%) to $1,507,159,000 at September 30, 2006 from $1,328,090,000
at  September  30, 2005.  Total  deposits of the Company  increased  $86,875,000
(6.0%) to $1,525,174,000 at September 30, 2006 from  $1,438,299,000 at September
30, 2005.  Diluted  earnings per share for the nine months ended  September  30,
2006 and 2005 were $1.22 and $1.04, respectively, on earnings of $19,912,000 and
$16,937,000, respectively.

The  improvement  in results from the  year-ago  quarter was due to a $1,991,000
(9.9%)   increase  in  fully   tax-equivalent   (FTE)  net  interest  income  to
$22,077,000, and a $712,000 (75.2%) decrease in provision for loan losses. These
contributing  factors were partially  offset by a $1,346,000  (8.6%) increase in
noninterest expense to $17,026,000 for the quarter ended September 30, 2006.

The  increase in net  interest  income  (FTE) was due to a  $126,774,000  (8.1%)
increase in average balances of interest-earning  assets to $1,701,166,000 and a
0.09%  increase  in net  interest  margin  (FTE) to 5.19%.  The  increase in net
interest  margin  was  mainly  due to an 0.23%  increase  in the  impact  of net
noninterest-bearing funds to 0.61% from 0.38% in the quarter ended September 30,
2005 that was partially offset by a 0.14% decrease in net interest spread as the
average yield on interest-earning  assets increased 0.93% while the average rate
paid on  interest-bearing  liabilities  increased  1.07% from the quarter  ended
September 30, 2005.

The  Company  provided  $235,000  for loan  losses in the third  quarter of 2006
versus $947,000 in the third quarter of 2005.  During the third quarter of 2006,
the Company recorded $135,000 of net loan charge offs versus $43,000 of net loan
charge-offs in the third quarter of 2005.  The net loan  charge-offs of $135,000
during the third quarter of 2006  represented  0.04% of average loan balances on
an annualized basis. At September 30, 2006, the Company's combined allowance for
loan losses  ($16,993,000)  and reserve for  unfunded  commitments  ($1,849,000)
represented 417% of  non-performing  loans net of government  agency  guarantees
($4,523,000).



Noninterest  income for the third quarter of 2006 increased  $17,000 (0.3%) from
the third quarter of 2005,  mainly due to a $50,000  (1.4%)  increase in service
charges on deposit  accounts to $3,703,000,  a $105,000  (12.8%) increase in ATM
fees and interchange to $927,000, and a $66,000 (35.9%) decrease in amortization
(or change in value) of mortgage servicing rights, that were partially offset by
a $88,000  (16.4%)  decrease in  commissions  on sale of  nondeposit  investment
products to $447,000,  and a $210,000  (44.3%) decrease in gain on sale of loans
to $264,000.  The increase in service charges on deposit  accounts was primarily
due to  growth  in the  number  of  customers.  The  increase  in ATM  fees  and
interchange  was due to growth in the number of customers  and  expansion of ATM
network as part of new branch openings.  The decrease in amortization (or change
in value) of  mortgage  servicing  rights was due  primarily  to a  slowdown  in
residential  mortgage refinance activity which generally  increases the value of
mortgage  servicing rights.  The shift from  amortization of mortgage  servicing
rights to change in value of mortgage  servicing  rights was due to the adoption
of market value accounting for mortgage  servicing  rights effective  January 1,
2006 and the related  change in market value from July 1, 2006 to September  30,
2006. The decrease in gain on sale of loans was due to a slowdown in residential
mortgage refinance activity.

Noninterest  expense for the third quarter of 2006 increased  $1,346,000  (8.6%)
compared to the third quarter of 2005.  Salaries and benefits expense  increased
$692,000 (8.1%) to $9,276,000. 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  Roseville-Pleasant  Grove  (November  2005),  Yuba
City-Marketplace (January 2006), Folsom-Empire Ranch (March 2006), Natomas-Arena
Blvd (April 2006),  Antelope  (May 2006),  Anderson  (June 2006),  and Elk Grove
(August 2006). 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  $76,000  (13.1%)  to
$655,000.  Professional  fees  increased  $88,000  (30.7%)  to  $375,000  due to
increased audit fees.

As of September  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  are
encouraged by the record  results our team members were able to generate for our
Company  during this most recent  quarter  even as we opened our sixth branch in
2006 to bring our total number of branches to  fifty-four.  We achieved  another
quarter of strong loan growth,  continued  excellent  credit quality of our loan
portfolio and a steady  increase in service  charge and fee revenue.  We believe
these results  reflect our ability to deliver,  and our market's  acceptance of,
our values of service and convenience. 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."

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 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 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 share data)
                                                  Three months ended
                                         -------------------------------------------------------------------------------------
                                               September 30,       June 30,       March 31,     December 31,   September 30,
                                                   2006              2006            2006           2005            2005
                                         -------------------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
Interest income                                     $31,421         $29,379        $27,978        $26,876          $25,334
Interest expense                                      9,576           8,275          6,773          6,100            5,519
Net interest income                                  21,845          21,104         21,205         20,776           19,815
Provision for loan losses                               235             554            500            561              947
Noninterest income:
      Service charges and fees                        5,056           4,956          4,857          4,790            4,795
      Other income                                    1,593           1,575          1,591          1,832            1,837
Total noninterest income                              6,649           6,531          6,448          6,622            6,632
Noninterest expense:
      Salaries and benefits                           9,276           8,618          9,156          8,565            8,584
      Intangible amortization                           350             350            346            346              346
      Provision for losses -
       unfunded commitments                               -              36              -            139                3
      Other expense                                   7,400           7,272          6,920          6,750            6,747
Total noninterest expense                            17,026          16,276         16,422         15,800           15,680
Income before taxes                                  11,233          10,805         10,731         11,037            9,820
Net income                                           $6,820          $6,557         $6,535         $6,734           $5,961
Share Data
Basic earnings per share                              $0.43           $0.42          $0.42          $0.43            $0.38
Diluted earnings per share                             0.42            0.40           0.40           0.41             0.37
Book value per common share                           10.41            9.96           9.68           9.52             9.30
Tangible book value per common share                  $9.22           $8.75          $8.44          $8.25            $8.04
Shares outstanding                               15,857,107      15,855,107     15,778,090     15,707,835       15,728,106
Weighted average shares                          15,855,933      15,798,565     15,736,544     15,711,257       15,687,547
Weighted average diluted shares                  16,365,858      16,388,855     16,379,595     16,336,888       16,330,035
Credit Quality
Non-performing loans, net of
       government agency guarantees                  $4,523          $3,913         $4,048         $2,961           $3,048
Other real estate owned                                   -               -              -              -                -
Loans charged-off                                       368             564            357            392              479
Loans recovered                                        $233            $259           $275           $261             $436
Allowance for losses to total loans(1)                1.25%           1.29%          1.32%          1.30%            1.32%
Allowance for losses to NPLs(1)                        417%            479%           456%           609%             573%
Allowance for losses to NPAs(1)                        417%            479%           456%           609%             573%
Selected Financial Ratios
Return on average total assets                        1.45%           1.42%          1.43%          1.51%            1.37%
Return on average equity                             16.64%          16.68%         16.93%         18.00%           16.26%
Average yield on loans                                7.82%           7.44%          7.24%          7.11%            6.93%
Average yield on interest-earning assets              7.44%           7.07%          6.86%          6.72%            6.51%
Average rate on interest-bearing liabilities          2.86%           2.50%          2.11%          1.94%            1.79%
Net interest margin (fully tax-equivalent)            5.19%           5.10%          5.21%          5.21%            5.10%
Total risk based capital ratio                        11.1%           11.1%          11.1%          10.8%            11.2%
Tier 1 Capital ratio                                  10.1%           10.1%          10.0%           9.8%            10.1%

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








                                  TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                         (Unaudited. Dollars in thousands)
                                               Three months
                                          ----------------------------------------------------------------------------
                                             September 30,     June 30,      March 31,    December 31,  September 30,
                                                  2006           2006           2006          2005           2005
                                          ----------------------------------------------------------------------------
                                                                                               
Balance Sheet Data
Cash and due from banks                          $78,281        $84,663       $78,742        $90,562        $85,413
Federal funds sold                                 1,387            526             -          2,377            218
Securities, available-for-sale                   209,886        221,828       244,441        260,278        271,134
Federal Home Loan Bank Stock                       8,206          8,103         7,691          7,602          7,516
Loans
      Commercial loans                           153,705        146,952       134,049        143,175        141,057
      Consumer loans                             527,185        517,588       510,809        508,233        494,277
      Real estate mortgage loans                 661,962        642,422       630,821        623,511        600,875
      Real estate construction loans             164,307        149,046       124,429        110,116         91,881
Total loans, gross                             1,507,159      1,456,008     1,400,108      1,385,035      1,328,090
Allowance for loan losses                        (16,993)       (16,893)      (16,644)       (16,226)       (15,796)
Premises and equipment                            21,556         21,597        21,068         21,291         21,223
Cash value of life insurance                      42,991         42,571        42,168         41,768         41,519
Goodwill                                          15,519         15,519        15,519         15,519         15,519
Intangible assets                                  3,361          3,711         4,061          4,407          4,373
Other assets                                      32,651         33,523        32,372         28,662         27,647
Total assets                                   1,904,004      1,871,156     1,829,526      1,841,275      1,786,856
Deposits
      Noninterest-bearing demand deposits        357,754        354,576       354,514        368,412        346,456
      Interest-bearing demand deposits           229,143        235,100       249,064        244,193        243,926
      Savings deposits                           369,933        388,847       432,087        438,177        449,893
      Time certificates                          568,344        535,917       491,726        446,015        398,024
Total deposits                                 1,525,174      1,514,440     1,527,391      1,496,797      1,438,299
Federal funds purchased                          106,500         96,700        45,800         96,800        103,200
Reserve for unfunded commitments                   1,849          1,849         1,813          1,813          1,674
Other liabilities                                 28,254         24,964        29,046         23,744         24,412
Other borrowings                                  35,848         33,971        31,441         31,390         31,711
Junior subordinated debt                          41,238         41,238        41,238         41,238         41,238
Total liabilities                              1,738,863      1,713,162     1,676,729      1,691,782      1,640,534
Total shareholders' equity                       165,141        157,994       152,797        149,493        146,322
Accumulated other
      comprehensive loss                          (3,607)        (5,629)       (5,330)        (3,825)        (2,538)
Average loans                                  1,477,551      1,427,735     1,384,541      1,344,654      1,284,977
Average interest-earning assets                1,701,166      1,676,705     1,646,777      1,615,901      1,574,392
Average total assets                           1,880,029      1,850,487     1,822,441      1,784,018      1,744,015
Average deposits                               1,501,630      1,497,571     1,498,825      1,473,625      1,421,055
Average total equity                            $163,919       $157,232      $154,410       $149,619       $146,660