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 10, 2009

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

       California                     0-10661                    94-2792841
------------------------           ---------------          --------------------
(State or other jurisdiction of   (Commission File No.)      (I.R.S. Employer
incorporation or organization                                Identification No.)

                 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 Officers

(d) On March 10, 2009,  the Board of Directors  increased the size of the Board
to twelve  persons  and  elected Ms.  Virginia  Walker,  age 64, to the Board of
Directors.  Ms. Walker has been the General  Manager of the Jamison Group LLC, a
high-tech  consulting  company,  since 2008.  From 2001 to 2007, Ms. Walker held
various  strategy  development  and executive  positions at Enea AB., a publicly
traded software and professional  services  company  headquartered in Stockholm,
Sweden.   Ms.  Walker  received  a  bachelors  of  science  degree  in  business
administration  from  California  State  University,  San  Jose.  Ms.  Walker is
expected to be appointed to the following Board committees:  Audit,  Information
Technology, Investment and Asset-Liability Committees.

Also on March 10, 2009,  the Board  granted Ms. Walker a stock option for 20,000
shares of the Company's common stock pursuant to the terms of the Company's 2001
Stock Option  Plan.  The options  have a per-share  exercise  price equal to the
closing price of the Company's common stock on the date of grant, or $12.63.

Ms. Walker and the Company will enter into an  Indemnification  Agreement on the
same terms as other  directors  of the  Company in the form  attached as Exhibit
10.21 to the Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, previously filed with the Securities and Exchange Commission, which is
incorporated herein by reference.

A copy of the press release announcing Ms. Walker's appointment as a director is
attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits

(c)      Exhibits

   Exhibit Number  Document
   --------------  --------

         10.1* Form of Indemnification Agreement among the Company, Tri Counties
               Bank and Virginia  Walker filed as Exhibit 10.21 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended June 30, 2004

         99.1  Press release dated March 11, 2009

         *Previously filed and incorporated by reference


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: March 11, 2009             TRICO BANCSHARES

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


PRESS RELEASE                                         Contact:  Richard P. Smith
FOR IMMEDIATE RELEASE                                 Executive President & CEO
                                                      (530) 898-0300


CHICO,  Calif.  - (March 11,  2009) -TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties  Bank,  today  announced  that Virginia  Walker has been
appointed  to the Board of  Directors  of the  Company  and the Bank,  effective
Wednesday, March 11, 2009.

Walker, a Chico resident,  is a seasoned executive with over 30 years experience
in  a  wide  range  of  industries,   including   software,   biotechnology  and
semiconductor manufacturing. She is currently the General Manager of the Jamison
Group  LLC,  a  high-tech  consulting  company.  She has held  senior  positions
internationally ranging from Silicon Valley entrepreneurial  ventures to Fortune
500 companies in both the U.S. and Europe.  She has served as CFO in four public
companies,  as well as had P&L  responsibilities  as  General  Manger  for  U.S.
operations   of  a   multinational   organization,   and  she  drove   strategic
repositioning  of a major software and servicing  company while serving as chief
strategist and marketing officer.

"I am thrilled to have Virginia  Walker join our board of directors,"  commented
Richard  P.  Smith,  President  and CEO.  "She  brings a  wealth  of  financial,
strategic, multinational and international business experience that will further
advance  our  banking  company as we  continue  to grow and expand our  presence
throughout  the  Great  Valley  of   California.   Virginia  will  be  a  strong
representative  for our  shareholders  and she will provide  strong  leadership,
sound advice and  constructive  counsel for our entire banking team."  concluded

"This is an exciting time in the history of the region's  largest  locally-owned
bank,"  Walker said. "I feel my knowledge  and  experience  in Silicon  Valley's
high-tech  industry will allow me to help TriCo achieve its long-term  strategic
plans for growth.  That I grew up right here in the region makes the opportunity
all the more meaningful to me." Walker, who grew up in Oroville, California, has
returned to the region  following a successful  career in senior executive roles
for several publicly-traded high technology companies. She and husband Dell live
in Chico.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 34-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 December 31, 2008, had approximately $2.04
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.