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 25, 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 July 25, 2005 TriCo  Bancshares  announced  its  quarterly  earnings  for the
period ended June 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 July 25, 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:  July 25, 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 July 25, 2005











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


                  TRICO BANCSHARES ANNOUNCES RECORD EARNINGS IN
                              SECOND QUARTER 2005 

CHICO,  Calif.  - (July 25,  2005) - TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties  Bank,  today  announced  record  quarterly  earnings of
$5,737,000  for the  quarter  ended  June 30,  2005.  This  represents  an 18.4%
increase when  compared  with earnings of $4,847,000  for the quarter ended June
30,  2004.  Diluted  earnings  per share for the  quarter  ended  June 30,  2005
increased  16.7% to $0.35 from $0.30 for the quarter ended June 30, 2004.  Total
assets of the Company increased  $174,554,000  (11.3%) to $1,720,643,000 at June
30,  2005 from  $1,546,089,000  at June 30,  2004.  Total  loans of the  Company
increased   $171,588,000  (15.9%)  to  $1,250,052,000  at  June  30,  2005  from
$1,078,464,000  at June  30,  2004.  Total  deposits  of the  Company  increased
$132,825,000  (10.5%) to $1,400,177,000 at June 30, 2005 from  $1,267,352,000 at
June 30, 2004. Diluted earnings per share for the six months ended June 30, 2005
and 2004 were $0.67 and $0.59,  respectively,  on  earnings of  $10,976,000  and
$9,624,000, respectively.

The  increase  in  earnings  from the  quarter  ended June 30, 2004 was due to a
$1,580,000 (9.0%) increase in net interest income to $19,121,000, and a $744,000
(57.0%) decrease in provision for loan losses.  These contributing  factors were
partially  offset  by a  $632,000  (9.1%)  decrease  in  noninterest  income  to
$6,310,000 and a $110,000 (0.7%) increase in noninterest  expense to $15,517,000
for the quarter ended June 30, 2005 compared to the quarter ended June 30, 2004.

The increase in net interest income was the net effect of a $159,894,000 (11.8%)
increase in the average balance of interest-earning assets to $1,511,668,000 and
a 0.15%  decrease in net  interest  margin on those  interest-earning  assets to
5.12%  versus the quarter  ended June 30,  2004.  The  decrease in net  interest
margin  is  mainly  due to  rising  short-term  interest  rates,  and  steady to
declining long-term interest rates, during the period from June 30, 2004 to June
30, 2005.

The  $744,000  decrease in  provision  for loan losses was due to the  continued
improvement  in the credit  quality of the Company's  loan  portfolio.  Net loan
charge-offs  during the  quarter  were  $232,000.  Nonperforming  loans,  net of
government  agency  guarantees,  were  $2,922,000  at June 30, 2005  compared to
$4,931,000 and $3,886,000 at December 31, 2004 and June 30, 2004,  respectively.
The  Company's  allowance for losses,  which  consists of the allowance for loan
losses and the reserve for unfunded  commitments,  was  $16,563,000  or 1.32% of
total loans outstanding and 567% of nonperforming  loans compared to $15,529,000
or 1.44% of total loans  outstanding and 327% o nonperforming  loans at June 30,
2004.

Included  in the  results  for the  quarter  ended June 30,  2004 was a $570,000
recovery of mortgage  servicing  rights valuation  allowance,  and $182,000 from
gain on sale of other real estate. Excluding these items, noninterest income for
the quarter ended June 30, 2004 would have been  $6,190,000,  and the $6,310,000
of noninterest income for the quarter ended June 30, 2005 would have represented
a $120,000 (1.9%) increase.



Noninterest  expense for the second quarter of 2005 increased $110,000 (0.7%) to
$15,517,000  from  $15,407,000  in the second  quarter of 2004.  The increase in
noninterest  expense was the result of a $32,000  (0.4%)  decrease in salary and
benefit  expense  to  $8,408,000  offset by a  $142,000  net  increase  in other
noninterest expense categories.  The decrease in salary and benefits expense was
the net result of annual salary increases, and 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  $142,000  net  increase in other  noninterest  income
categories  was a  $101,000  increase  in  advertising  expense,  and a $324,000
decrease in professional fees.

As of June 30, 2005,  the Company had  repurchased  341,100 shares of its common
stock under its stock  repurchase plan announced on July 31, 2003 and amended on
April 9, 2004,  which left 158,900  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 June 30, 2005. Loan
growth during this most recent quarter was strong, and the credit quality of our
loan portfolio  remained  excellent and continued to improve.  Deposit growth of
nearly  eleven  percent  from the  year-ago  quarter end and another  quarter of
double-digit  growth in earnings per share when compared to the year-ago quarter
are evidence that our growth  strategy has been  effective.  We will continue to
execute our growth  strategy  throughout  the Central  Valley of  California  as
evidenced by the  announcement  of the start of construction of a new Sacramento
banking  and  financial  center  on  June 1,  2005."  The  location  for the new
financial  center is across from Arden Fair Mall on Challenge Way, a popular and
convenient area for  entertainment,  shopping and dining.  The anticipated grand
opening is  currently  planned for  September  2005.  The Arden Fair branch will
remain  open  during  construction.  "We are acting on our  promise to open more
branches in the Sacramento area," said Mr. Smith, "We have taken the time needed
to build an  infrastructure,  now we are ready to fully present the Tri Counties
Bank community banking  philosophy to the Sacramento  market. Our Arden Fair hub
will connect the network of branches we have in place throughout  Sacramento and
will solidify our goal to become the community  bank of choice in the Sacramento
Valley." 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
                                              -----------------------------------------------------------------------------
                                                 June 30,       March 31,     December 31,   September 30,     June 30,
                                                   2005            2005           2004            2004           2004
                                               -----------------------------------------------------------------------------
                                                                                                    
Statement of Income Data
      Interest income                                 $23,910        $22,636         $22,441        $21,951        $20,628
      Interest expense                                  4,789          4,121           3,768          3,494          3,087
      Net interest income                              19,121         18,515          18,673         18,457         17,541
      Provision (benefit) for loan losses                 561            100            (183)         1,166          1,305
      Noninterest income:
         Service charges and fees                       4,505          4,062           4,266          4,434          4,910
         Other income                                   1,805          1,265           1,470          1,927          2,032
      Total noninterest income                          6,310          5,327           5,736          6,361          6,942
      Noninterest expense:
         Salaries and benefits                          8,408          8,369           8,265          8,319          8,440
         Intangible amortization                          346            343             343            343            343
         Provision for losses -
          unfunded commitments                             39            100             483            134             (5)
         Other expense                                  6,724          6,301           6,724          6,427          6,629
      Total noninterest expense                        15,517         15,113          15,815         15,223         15,407
      Income before taxes                               9,353          8,629           8,777          8,429          7,771
      Net income                                       $5,737         $5,239          $5,355         $5,203         $4,847
Share Data (1)
      Basic earnings per share                          $0.37          $0.33           $0.34          $0.33          $0.31
      Diluted earnings per share                         0.35           0.32            0.33           0.32           0.30
      Book value per common share                        9.10           8.87            8.79           8.64           8.20
      Tangible book value per common share              $7.81          $7.57           $7.45          $7.33          $6.87
      Shares outstanding                           15,684,092     15,733,517      15,723,317     15,697,817     15,639,897
      Weighted average shares                      15,701,867     15,729,725      15,712,605     15,672,300     15,639,556
      Weighted average diluted shares              16,288,728     16,366,705      16,396,447     16,247,422     16,215,160
Credit Quality
      Non-performing loans, net of
          government agency guarantees                 $2,922         $4,072          $4,906         $4,931         $3,886
      Other real estate owned                               -              -               -              -            628
      Loans charged-off                                   513            295             579            687            178
      Loans recovered                                    $281           $233            $120            $74           $110
      Allowance for losses to total loans(2)            1.32%          1.37%           1.37%          1.44%          1.44%
      Allowance for losses to NPLs(2)                    567%           398%            296%           329%           400%
      Allowance for losses to NPAs(2)                    567%           398%            296%           329%           344%
Selected Financial Ratios
      Return on average total assets                    1.37%          1.29%           1.35%          1.34%          1.29%
      Return on average equity                         16.03%         14.83%          15.44%         15.57%         14.97%
      Average yield on loans                            6.85%          6.69%           6.82%          6.87%          6.82%
      Average yield on interest-earning assets          6.39%          6.25%           6.33%          6.35%          6.18%
      Average rate on interrest-bearing liabilities     1.62%          1.43%           1.35%          1.25%          1.14%
      Net interest margin (fully tax-equivalent)        5.12%          5.12%           5.28%          5.35%          5.27%
      Total risk based capital ratio                    11.5%          11.9%           11.9%          12.4%          12.4%
      Tier 1 Capital ratio                              10.5%          10.8%           10.7%          11.0%          10.9%

(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
                                                    ---------------------------------------------------------------------
                                                      June 30,    March 31,    December 31,  September 30,    June 30,
                                                        2005         2005          2004           2004          2004
                                                    ---------------------------------------------------------------------
                                                                                                    
Balance Sheet Data
      Cash and due from banks                            $79,287      $77,365        $70,037        $64,318      $65,512
      Federal funds sold                                     235          181              -              -            -
      Securities, available-for-sale                     288,902      293,730        286,013        286,067      302,341
      Federal Home Loan Bank Stock                         7,440        6,781          6,781          6,719        6,642
      Loans
         Commercial loans                                137,620      125,354        140,332        151,998      146,262
         Consumer loans                                  456,247      425,437        410,198        384,560      357,901
         Real estate mortgage loans                      573,836      556,059        544,373        527,808      518,696
         Real estate construction loans                   82,349       75,583         78,064         62,057       55,605
      Total loans, gross                               1,250,052    1,182,433      1,172,967      1,126,423    1,078,464
      Allowance for loan losses                          (14,892)     (14,563)       (14,525)       (15,167)     (14,613)
      Premises and equipment                              21,182       20,599         19,853         20,118       18,996
      Cash value of life insurance                        41,099       40,699         40,479         40,196       39,844
      Goodwill                                            15,519       15,519         15,519         15,519       15,519
      Intangible assets                                    4,719        5,065          5,408          5,070        5,412
      Other assets                                        27,100       27,803         24,974         25,283       27,972
      Total assets                                     1,720,643    1,655,612      1,627,506      1,574,546    1,546,089
      Deposits
         Noninterest-bearing demand deposits             332,887      312,738        311,275        298,319      282,292
         Interest-bearing demand deposits                236,134      238,787        230,763        224,619      224,552
         Savings deposits                                466,062      484,660        474,414        474,345      476,798
         Time certificates                               365,094      362,564        332,381        294,858      283,710
      Total deposits                                   1,400,177    1,398,749      1,348,833      1,292,141    1,267,352
      Federal funds purchased & repurchase agreements     83,000       20,700         46,400         57,300       66,000
      Reserve for unfunded commitments                     1,671        1,632          1,532          1,049          916
      Other liabilities                                   24,161       25,483         23,219         19,971       19,397
      Other borrowings                                    27,628       28,176         28,152         27,159       22,866
      Junior subordinated debt                            41,238       41,238         41,238         41,238       41,238
      Total liabilities                                1,577,875    1,515,978      1,489,374      1,438,858    1,417,769
      Total shareholders' equity                         142,768      139,634        138,132        135,688      128,320
      Accumulated other
         comprehensive income (loss)                      (1,468)      (2,242)          (352)         1,155       (1,984)
      Average loans                                    1,209,061    1,167,039      1,142,483      1,098,442    1,029,425
      Average interest-earning assets                  1,511,668    1,464,028      1,433,641      1,399,342    1,351,774
      Average total assets                             1,679,653    1,628,827      1,592,464      1,552,743    1,505,261
      Average deposits                                 1,407,586    1,363,064      1,343,273      1,275,599    1,252,472
      Average total equity                              $143,196     $141,264       $138,727       $133,628     $129,481