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):

                                 December 8, 2009

                                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 8.01:  Other Events

The Board of Directors of TriCo Bancshares (NASDAQ: TCBK), parent company of Tri
Counties Bank,  declared a quarterly cash dividend of $0.13 (thirteen cents) per
share at its  meeting  held on  December  8, 2009.  The  dividend  is payable on
December  31, 2009 to holders of record at the close of business on December 21,
2009.

Item 9.01:  Financial Statements and Exhibits

(c)  Exhibits

         99.1  Press release dated December  9, 2009


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:  December 10, 2009         By: /s/Thomas J. Reddish
                                 ------------------------
                                 Thomas J. Reddish, Executive Vice President and
                                 Chief Financial   Officer (Principal Financial
                                 and Accounting Officer)







               TRICO BANCSHARES ANNOUNCES QUARTERLY CASH DIVIDEND



PRESS RELEASE                                     Contact:  Thomas J. Reddish
FOR IMMEDIATE RELEASE                             Executive Vice President & CFO
                                                  (530) 898-0300


CHICO,  Calif. - (December 9, 2009) - The Board of Directors of TriCo Bancshares
(NASDAQ:  TCBK),  parent company of Tri Counties Bank, declared a quarterly cash
dividend of $0.13 (thirteen  cents) per share at its meeting held on December 8,
2009.  The  dividend is payable on December 31, 2009 to holders of record at the
close of business on December 21, 2009.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 34-year history in the banking industry.  It operates 32
traditional  branch  locations and 26 in-store branch locations in 23 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 66
ATMs  and a  24-hour,  seven  days-a-week  telephone  customer  service  center.
Brokerage  services are provided by the Bank's  investment  services  affiliate,
Raymond James Financial Services,  Inc. For further information please visit the
Tri Counties Bank web site at http://www.tricountiesbank.com.