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):

                                January 31, 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 January 31, 2006 TriCo  Bancshares  announced its quarterly  earnings for the
period  ended  December  31,  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 January 31, 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:  January 31, 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 January 31, 2006












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


        TRICO BANCSHARES ANNOUNCES RECORD ANNUAL AND QUARTERLY EARNINGS
                    FOR THE PERIODS ENDED DECEMBER 31, 2005

CHICO,  Calif. - (January 31, 2006) - TriCo Bancshares  (NASDAQ:  TCBK),  parent
company  of Tri  Counties  Bank,  today  announced  record  annual  earnings  of
$23,671,000  for the year ended  December  31,  2005.  This  represents  a 17.3%
increase when compared with earnings of $20,182,000  for the year ended December
31,  2004.  Diluted  earnings  per share for the year ended  December  31,  2005
increased 16.9% to $1.45 from $1.24 for the year ended December 31, 2004.  Total
assets of the  Company  increased  $213  million  (13.1%)  to $1.841  billion at
December 31, 2005 versus $1.628 billion at December 31, 2004. Total loans of the
Company  increased  $212 million  (18.1%) to $1.385 billion at December 31, 2005
versus  $1.173  billion at  December  31,  2004.  Total  deposits of the Company
increased  $148  million  (11.0%) to $1.497  billion at December 31, 2005 versus
$1.349 billion at December 31, 2004.

Net income for the quarter ended December 31, 2005 increased 25.8% to $6,734,000
from  $5,355,000 in the quarter ended  December 31, 2004.  Diluted  earnings per
share increased 24.2% to $0.41 in the quarter ended December 31, 2005 from $0.33
in the quarter ended December 31, 2004.

Richard Smith,  President and Chief Executive  Officer  commented,  "We are very
pleased  with the  results  TriCo  achieved  during the  quarter  and year ended
December 31, 2005. During this time of rapidly  increasing  short-term  interest
rates, steady to lower longer-term  interest rates, and increased regulatory and
compliance requirements,  our team members were able to achieve record financial
results for our Company.  Almost all aspects of the Company's  performance  were
strong in 2005 including  very strong loan and deposit growth while  maintaining
strong credit quality and net interest margin.  On top of all that, we continued
to  restrain  growth  of total  noninterest  expenses  while  opening  three new
in-store branches, and remodeling and expanding our Sacramento-Arden Fair office
during 2005."

The  increase  in  earnings  for the quarter  ended  December  31, 2005 over the
year-ago quarter was due to a $2,103,000 (11.3%) increase in net interest income
to  $20,766,000,  and an  $886,000  (15.5%)  increase in  noninterest  income to
$6,622,000,  which were partially offset by a $744,000 increase in provision for
loan loss to $561,000 from a $183,000 reversal, or negative,  provision for loan
losses during the quarter ended December 31, 2004. Noninterest expense decreased
$15,000 (0.1%) to $15,800,000 from the year-ago quarter.




The  increase in net  interest  income was due to the loan growth  noted  above,
which was partially  offset by a decrease in fully  tax-equivalent  net interest
margin to 5.21% during the quarter  ended  December 31, 2005 versus 5.28% during
the quarter  ended  December 31,  2004.  The fully  tax-equivalent  net interest
margin was 5.10% during the quarter ended September 30, 2005.

The  increase in  noninterest  income was  primarily  due to a $524,000  (12.3%)
increase in service  charges  and fees to  $4,790,000  during the quarter  ended
December 31, 2005 from the quarter ended December 31, 2004, which was due to the
introduction  of a business  overdraft  privilege  product  during  2005.  Other
noninterest  income  increased  $362,000  (24.6%) to $1,832,000  due mainly to a
$185,000 increase in income from cash value of life insurance to $467,000, and a
$141,000  increase  in gain on sale of loans to  $484,000,  offset by a $105,000
decrease in commission on sale of nondeposit investment products to $515,000.

The $744,000 increase in provision for loan loss from the quarter ended December
31,  2004 was mainly due to growth in loan  balances  during the  quarter  ended
December 31, 2005 as credit  quality of the loan  portfolio  remained  high. Net
loan  charge-offs  during the quarter  ended  December  31, 2005 were  $131,000.
Nonperforming  loans, net of government  agency  guarantees,  were $2,961,000 at
December 31, 2005 compared to $4,906,000 and at December 31, 2004. The Company's
allowance  for losses,  which  consists of the allowance for loan losses and the
reserve  for  unfunded  commitments,  was  $18,039,000  or 1.30% of total  loans
outstanding  and 609% of  nonperforming  loans at December 31, 2005  compared to
$16,057,000 or 1.37% of total loans outstanding and 327% of nonperforming  loans
at December 31, 2004.

The $15,000  decrease in  noninterest  expense during the quarter ended December
31,  2005 was mainly  due to a $315,000  (4.2%)  decrease  in other  noninterest
expenses to  $7,235,000  offset by a $300,000  (3.6%)  increase in salaries  and
benefits expense to $8,565,000.  The decrease in other  noninterest  expense was
mainly due to a $344,000 decrease in provision for losses - unfunded commitments
to $139,000,  while  efficiencies in operations kept other noninterest  expenses
approximately  the same as the  year-ago  quarter.  The increase in salaries and
benefits  expense  was  the  result  of  regular  salary  increases,   incentive
compensation related to the loan and deposit growth noted above, and the opening
of branches in Woodland,  Lincoln, Folsom,  Sacramento and Roseville in November
2004, February 2005, March 2005, September 2005 and November 2005, respectively.

Mr.  Smith  continued,   "We  continue  to  differentiate   ourselves  from  the
competition  by offering high levels of service and  convenience  to our markets
with more branch  locations,  and extended  weekday,  weekend and holiday hours.
Today,  we opened our 49th and newest branch inside the Wal-Mart  Supercenter at
1150 Harter Road in Yuba City, California.  We currently anticipate that we will
continue to grow within the Central  Valley of California by maximizing  revenue
growth and new customer  opportunities  within this region. As always, we remain
focused on shareholder  value which we measure  primarily  through  earnings per
share and growth in earnings per share."

As of January 31, 2006,  the Company had purchased  374,371 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which leaves 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 30-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 17 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
                                              -----------------------------------------------------------------------------
                                               December 31,    September 30,     June 30,      March 31,      December 31,
                                                   2005            2005            2005           2005            2004
                                              -----------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
      Interest income                                 $26,876         $25,334        $23,910        $22,636          $22,441
      Interest expense                                  6,100           5,519          4,789          4,121            3,768
      Net interest income                             $20,776          19,815         19,121         18,515           18,673
      Provision (benefit) for loan losses                 561             947            561            100             (183)
      Noninterest income:
         Service charges and fees                       4,790           4,795          4,505          4,062            4,266
         Other income                                   1,832           1,837          1,805          1,265            1,470
      Total noninterest income                          6,622           6,632          6,310          5,327            5,736
      Noninterest expense:
         Salaries and benefits                          8,565           8,584          8,408          8,369            8,265
         Intangible amortization                          346             346            346            343              343
         Provision for losses -
          unfunded commitments                            139               3             39            100              483
         Other expense                                  6,750           6,747          6,724          6,301            6,724
      Total noninterest expense                        15,800          15,680         15,517         15,113           15,815
      Income before taxes                              11,037           9,820          9,353          8,629            8,777
      Net income                                       $6,734          $5,961         $5,737         $5,239           $5,355
Share Data
      Basic earnings per share                          $0.43           $0.38          $0.37          $0.33            $0.34
      Diluted earnings per share                         0.41            0.37           0.35           0.32             0.33
      Book value per common share                        9.52            9.30           9.10           8.87             8.79
      Tangible book value per common share              $8.25           $8.04          $7.81          $7.57            $7.45
      Shares outstanding                           15,707,835      15,728,106     15,684,092     15,733,517       15,723,317
      Weighted average shares                      15,711,257      15,687,547     15,701,867     15,729,725       15,712,605
      Weighted average diluted shares              16,336,888      16,330,035     16,288,728     16,366,705       16,396,447
Credit Quality
      Non-performing loans, net of
          government agency guarantees                 $2,961          $3,048         $2,922         $4,072           $4,906
      Other real estate owned                               -               -              -              -                -
      Loans charged-off                                   392             479            513            295              579
      Loans recovered                                    $261            $436           $281           $233             $120
      Allowance for losses to total loans(1)            1.30%           1.32%          1.32%          1.37%            1.37%
      Allowance for losses to NPLs(1)                    609%            573%           567%           398%             327%
      Allowance for losses to NPAs(1)                    609%            573%           567%           398%             327%
Selected Financial Ratios
      Return on average total assets                    1.51%           1.37%          1.37%          1.29%            1.35%
      Return on average equity                         18.00%          16.26%         16.03%         14.83%           15.44%
      Average yield on loans                            7.11%           6.93%          6.85%          6.69%            6.82%
      Average yield on interest-earning assets          6.72%           6.51%          6.39%          6.25%            6.33%
      Average rate on interest-bearing liabilities      1.94%           1.79%          1.62%          1.43%            1.35%
      Net interest margin (fully tax-equivalent)        5.21%           5.10%          5.12%          5.12%            5.28%
      Total risk based capital ratio                    10.8%           11.2%          11.5%          11.9%            11.9%
      Tier 1 Capital ratio                               9.8%           10.1%          10.5%          10.8%            10.7%



(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

                                                    ------------------------------------------------------------------------
                                                     December 31,  September 30,     June 30,      March 31,    December 31,
                                                         2005           2005           2005           2005          2004
                                                    ------------------------------------------------------------------------
                                                                                                      
Balance Sheet Data
      Cash and due from banks                              $90,562        $85,413        $79,287        $77,365       $70,037
      Federal funds sold                                     2,377            218            235            181             -
      Securities, available-for-sale                       260,278        271,134        288,902        293,730       286,013
      Federal Home Loan Bank Stock                           7,602          7,516          7,440          6,781         6,781
      Loans
         Commercial loans                                  143,175        141,057        137,620        125,354       140,332
         Consumer loans                                    508,233        494,277        456,247        425,437       410,198
         Real estate mortgage loans                        623,511        600,875        573,836        556,059       544,373
         Real estate construction loans                    110,116         91,881         82,349         75,583        78,064
      Total loans, gross                                 1,385,035      1,328,090      1,250,052      1,182,433     1,172,967
      Allowance for loan losses                            (16,226)       (15,796)       (14,892)       (14,563)      (14,525)
      Premises and equipment                                21,291         21,223         21,182         20,599        19,853
      Cash value of life insurance                          41,768         41,519         41,099         40,699        40,479
      Goodwill                                              15,519         15,519         15,519         15,519        15,519
      Intangible assets                                      4,407          4,373          4,719          5,065         5,408
      Other assets                                          28,662         27,647         27,100         27,803        24,974
      Total assets                                       1,841,275      1,786,856      1,720,643      1,655,612     1,627,506
      Deposits
         Noninterest-bearing demand deposits               368,412        346,456        332,887        312,738       311,275
         Interest-bearing demand deposits                  244,193        243,926        236,134        238,787       230,763
         Savings deposits                                  438,177        449,893        466,062        484,660       474,414
         Time certificates                                 446,015        398,024        365,094        362,564       332,381
      Total deposits                                     1,496,797      1,438,299      1,400,177      1,398,749     1,348,833
      Federal funds purchased & repurchase agreements       96,800        103,200         83,000         20,700        46,400
      Reserve for unfunded commitments                       1,813          1,674          1,671          1,632         1,532
      Other liabilities                                     23,744         24,412         24,161         25,483        23,219
      Other borrowings                                      31,390         31,711         27,628         28,176        28,152
      Junior subordinated debt                              41,238         41,238         41,238         41,238        41,238
      Total liabilities                                  1,691,782      1,640,534      1,577,875      1,515,978     1,489,374
      Total shareholders' equity                           149,493        146,322        142,768        139,634       138,132
      Accumulated other
         comprehensive loss                                 (3,825)        (2,538)        (1,468)        (2,242)         (352)
      Average loans                                      1,344,654      1,284,977      1,209,061      1,167,039     1,142,483
      Average interest-earning assets                    1,615,901      1,574,392      1,511,668      1,464,028     1,433,641
      Average total assets                               1,784,018      1,744,015      1,679,653      1,628,827     1,592,464
      Average deposits                                   1,473,625      1,421,055      1,407,586      1,363,064     1,343,273
      Average total equity                                $149,619       $146,660       $143,196       $141,264      $138,727