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):

                                March 29, 2007

                                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

 [ ] 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 5.02 Departure  of Directors or Certain  Officers;  Election of  Directors;
          Appointment of Certain Officers;  Compensatory Arrangements of Certain

((b) On March 29, 2007,  Tri Counties Bank  announced the  resignation of Andrew
Mastorakis,  Executive Vice  President of Retail  Banking,  effective  March 31,

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

    99.1     Press release dated March 29, 2007.


     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 hereunto duly authorized.

Date: April 02, 2007                           TRICO BANCSHARES

                                               By: /s/Thomas J Reddish
                                                   Thomas J. Reddish
                                                   Executive Vice President
                                                   Chief Financial Officer


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

CHICO, Calif.  (March 29, 2007) Tri Counties Bank, a wholly-owned  subsidiary of
TriCo  Bancshares  (NASDAQ:  TCBK),  today  announced  that its  Executive  Vice
President of Retail Banking,  Andrew Mastorakis,  has made the decision to leave
the company  effective  March 31, 2007, in order to pursue other  opportunities.
Mr. Mastorakis has served in this capacity since March, 2000.

"Andy has played an important role as a member of the executive  management team
of the company and we wish him the very best in his next career move," said Rick
Smith, President and Chief Executive Officer.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 31-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 22 in-store branch locations
in 22 California counties, and as of December 31, 2006, had over $1.9 billion in
assets.  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 62
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.