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 19, 2008

                                TriCo Bancshares
             (Exact name of registrant as specified in its charter)

       California                   0-10661                   94-2792841
------------------------        ---------------          --------------------
(State or other jurisdiction  (Commission File No.)         (I.R.S. Employer
of incorporation or organization                          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 December 19, 2008,  Tri Counties Bank  announced  the  retirement of Rick
Hagstrom, Chief Operations Officer, effective December 31, 2008.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

     99.1    Press release dated December 19, 2008.


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: December 19, 2008    TRICO BANCSHARES

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

Exhibit 99.1


PRESS RELEASE                                              Contact:  Rick Smith
FOR IMMEDIATE RELEASE                                      President & CEO
                                                           (530) 898-0300

CHICO,  Calif. - (December 19, 2008) - TriCo Bancshares  (NASDAQ:  TCBK), parent
company of Tri Counties Bank,  today  announced the retirement of Rick Hagstrom,
Chief Operations  Officer  effective at year end. Mr. Hagstrom,  62 joined TriCo
Bancshares  following the acquisition of Sutter Butte Savings in 1996,  where he
served as President.

During his tenure at TriCo  Bancshares,  Mr. Hagstrom was primarily  responsible
for the Company's residential real estate mortgage operation.  Over the past few
years, Mr. Hagstrom provided  leadership over numerous banking operations within
the bank and as part of the executive management team.

Richard P. Smith,  President and Chief Executive  Officer  expressed that, "Rick
Hagstrom has been highly respected and valuable member of our team since joining
us from  Sutter  Butte  Savings.  I will miss his  friendship,  leadership,  and
professionalism.  Rick is a good man and we wish him and his  lovely  wife Vicki
only the best as they embark on the next phase of their lives."

The bank  plans to  re-allocate  resources  from  within  the bank to absorb Mr.
Hagstrom's job duties, Smith added.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 33-year  history in the banking  industry.  Tri Counties
Bank operates 32 traditional  branch  locations and 25 in-store branch locations
in 23  California  counties,  and as of June 30, 2008,  had  approximately  $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 64 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.