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):

                                October 23, 2003

                                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


Item 7(c): Exhibits
- -------------------

        99.1     Press release dated October 23, 2003

Item 12:  Results of Operations and Financial Condition
- -------------------------------------------------------

On October 23, 2003 TriCo Bancshares  announced their quarterly earnings for the
third  quarter of 2003. A copy of the press  release is attached as Exhibit 99.1
to this Form 8-K and is incorporated herein by reference.






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:  October 23, 2003       By:  /s/ Thomas J. Reddish
                                   --------------------------------------
                                   Thomas J. Reddish, Vice President and
                                   Chief Financial Officer (Principal
                                   Financial and Accounting Officer)


INDEX TO EXHIBITS

Exhibit No.                Description
- -----------                --------------------------------------------

    99.1                   Press release dated October 23, 2003







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

            TRICO BANCSHARES ANNOUNCES 3rd QUARTER EARNINGS FOR 2003
            --------------------------------------------------------

     Chico,  CA - October 23, 2003.  TriCo  Bancshares  (NASDAQ:  TCBK),  parent
company of Tri Counties Bank, today announced  quarterly earnings of $4,338,000,
or $0.54 per diluted share, for the three months ended September 30, 2003. These
results  represent an 8.0%  increase  from the $0.50  earnings per diluted share
reported  for  the  three  months  ended  September  30,  2002  on  earnings  of
$3,627,000.  Diluted  earnings per share for the nine months ended September 30,
2003 and 2002 were $1.57 and $1.44, respectively, on earnings of $12,205,000 and
$10,320,000, respectively.
     Included  in the  results  ended  September  30, 2003 was the effect of the
Company's acquisition of North State National Bank on April 4, 2003. On April 4,
2003,  North State National Bank had assets of $140 million,  loans totaling $77
million,  and deposits totaling $126 million.  The Company issued $13,090,057 in
cash, 723,512 shares of TriCo common stock, and options to purchase 79,587 TriCo
common  shares at an average  exercise  price of $6.22 per share in exchange for
all of the 1,234,375  common shares and options to purchase 79,937 common shares
of North State National Bank outstanding as of April 4, 2003.
     The  improvement  in  results  from  the  year-ago  quarter  was  due  to a
$2,549,000  (18.9%)  increase in fully  tax-equivalent  net  interest  income to
$16,069,000,  and a $550,000  (78.6%)  decrease in provision  for loan losses to
$150,000.  These contributing factors were partially offset by a $207,000 (3.8%)
decrease in noninterest income to $5,206,000,  and a $1,916,000 (15.8%) increase
in noninterest expense to $14,049,000 for the quarter ended September 30, 2003.
     Richard Smith,  President and Chief Executive  Officer commented that, "The
quarter ended  September  30, 2003 was a very good quarter for our Company.  The
hard work of our team  members and the  acceptance  of our line of products  and
services  by our  marketplace  continue  to provide  strong  asset and  customer
account growth.  This growth allowed us to continue to improve  earnings despite
the recent slowdown in mortgage  banking  activities.  In addition,  during this
quarter we dramatically reduced the level of nonperforming assets."
     During the quarters  ended  September 30, 2003 and 2002,  the Company's net
interest margin was 5.24% and 5.67%,  respectively,  on  interest-earning  asset
balances  averaging  $1.23  billion  and  $955  million,  respectively.  The 28%
increase in the average balance of interest  earning assets more than offset the
decrease in net interest margin resulting in an increase in fully tax equivalent
net interest income of $2,549,000 (18.9%) to $16,069,000.
     Noninterest  income for the third quarter of 2003 decreased $207,000 (3.8%)
to  $5,206,000  from  $5,413,000  in  the  year-ago  quarter.  The  decrease  in
noninterest  income from the year-ago quarter was mainly due to a $673,000 (93%)
decrease in mortgage banking  noninterest income to $51,000 from $724,000 in the
year-ago quarter.
     Noninterest  expense  for the third  quarter of 2003  increased  $1,916,000
(15.8%) to  $14,049,000  from  $12,133,000  in the third  quarter  of 2002.  The
increase  in  noninterest  expense  was mainly due to an  increase in salary and
benefit expense (up $1,116,000 or 17.6% to  $7,460,000).  The increase in salary
and  benefits  expense  was mainly  due to annual  salary  increases,  increased
commission  and  incentive  expense,  and new employees at four new branches the
Company opened during 2002 and from the merger with North State National Bank on
April 4, 2003. Other noninterest  expense,  including  intangible  amortization,
increased (up $800,000 or 13.8% to $6,589,000) due to the new branch openings in
2002 and the merger with North State.




     Nonperforming  loans net of government  agency  guarantees were $6,072,000,
$20,539,000,  $8,180,000,  and  $11,031,000  as of September 30, 2003,  June 30,
2003, December 31, 2002, and September 30, 2002,  respectively.  As of September
30, 2003,  December 31, 2002, and September 30, 2002, the ratio of allowance for
loan  losses to total  loans was  1.45%,  2.09% and 2.10%,  respectively.  As of
September 30, 2003,  December 31, 2002,  and  September  30, 2002,  the ratio of
allowance  for loan  losses to  nonperforming  assets  was 177%,  158% and 130%,
respectively.  Based on the current conditions of the loan portfolio, Management
believes that the $13,460,000 allowance for loan losses at September 30, 2003 is
adequate to absorb probable losses inherent in the Company's loan portfolio.
     The Company provided  $150,000 for loan losses in the third quarter of 2003
versus $700,000 in the third quarter of 2002. This decrease in the provision for
loan losses was due to improved  credit quality as evidenced by the reduction in
nonperforming  loans,  and the adequacy of the loan loss reserve as evidenced by
the increase in the ratio of allowance for loan losses to nonperforming  assets.
During the third  quarter of 2003,  the  Company  recorded  $145,000 of net loan
charge offs versus $68,000 of net loan recoveries in the year earlier quarter.
     Assets of the Company at September 30, 2003 were $1.44 billion  compared to
$1.07  billion at September  30, 2002.  Loan balances at September 30, 2003 were
$930  million  compared  to $684  million at  September  30,  2002,  and deposit
balances at September  30, 2003 were $1.20  billion  compared to $938 million at
September 30, 2002.
     For the third  quarter of 2003,  the  Company had an  annualized  return on
assets  of 1.25% and a return on  equity  of  14.09%  versus  1.39% and  15.17%,
respectively,  in the third  quarter of 2002.  As of September  30, 2003,  TriCo
Bancshares  had a Tier 1 capital ratio of 10.6% and a total  risk-based  capital
ratio of 11.7%.
     As previously  announced on July 31, 2003, the Company terminated its stock
repurchase  plan  to  repurchase  150,000  shares  of  common  stock  originally
announced on October 19, 2001. There were 118,800 shares  repurchased  under the
plan and the remaining 31,200 shares had not been  repurchased.  The Company has
adopted a new stock  repurchase  plan for the repurchase of up to 250,000 shares
of the Company's common stock from time to time as market  conditions allow. The
250,000  shares   authorized  for   repurchase   under  this  plan   represented
approximately  3.2%  of the  Company's  approximately  7,852,000  common  shares
outstanding as of July 31, 2003. This new plan has no stated expiration date for
the  repurchases.  The Company  repurchased  8,100 common  shares under this new
plan, all of which were repurchased during the quarter ended September 30, 2003.
     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 28 year history in the banking industry. Tri
Counties Bank operates 33 traditional  branch  locations and 10 in-store  branch
locations in 20 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 54 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
                                      (Dollars in thousands, except per share data)
                                                    Three months ended
                                              -----------------------------------------------------------------------------
                                               September 30,     June 30,       March 31,     December 31,    Sept. 30,
                                                   2003            2003           2003            2002           2002
                                              -----------------------------------------------------------------------------
                                                                                                   
Statement of Income Data
      Interest income                                $ 19,105       $ 18,161        $ 16,349       $ 16,228       $ 16,435
      Interest expense                                  3,305          3,445           3,115          3,245          3,227
      Net interest income                              15,800         14,716          13,234         12,983         13,208
      Provision for loan losses                           150            150             150            800            700
      Noninterest income:
         Service charges and fees                       3,117          3,985           3,500          3,651          3,521
         Other income                                   2,089          2,569           1,896          2,347          1,892
      Total noninterest income                          5,206          6,554           5,396          5,998          5,413
      Noninterest expense:
         Salaries and benefits                          7,460          7,636           6,877          6,434          6,344
         Intangible amortization                          325            324             228            228            228
         Other expense                                  6,264          6,408           5,546          5,811          5,561
      Total noninterest expense                        14,049         14,368          12,651         12,473         12,133
      Net income before taxes                           6,807          6,752           5,829          5,708          5,788
      Net income                                      $ 4,338        $ 4,254         $ 3,613        $ 3,748        $ 3,627
Share Data
      Basic earnings per share                         $ 0.55         $ 0.55          $ 0.51         $ 0.53         $ 0.52
      Diluted earnings per share                         0.54           0.53            0.50           0.52           0.50
      Book value per common share                     $ 15.91        $ 15.86         $ 14.39        $ 14.02        $ 13.70
      Shares outstanding                            7,846,001      7,852,110       7,080,470      7,060,965      7,035,590
      Weighted average shares                       7,850,374      7,796,383       7,070,701      7,046,246      7,026,120
      Weighted average diluted shares               8,094,964      8,021,229       7,250,178      7,211,705      7,231,165
Credit Quality
      Non-performing loans, net of
          government agency guarantees                $ 6,072       $ 20,539        $ 20,610        $ 8,180       $ 11,031
      Other real estate owned                           1,545          1,551           1,608            932              -
      Loans charged-off                                   551          2,063             280            870             73
      Loans recovered                                   $ 406          $ 147            $ 46           $ 66          $ 141
      Allowance for loan losses to total loans          1.45%          1.58%           2.06%          2.09%          2.10%
      Allowance for loan losses to NPLs                  222%            66%             69%           176%           130%
      Allowance for loan losses to NPAs                  177%            61%             64%           158%           130%
Selected Financial Ratios
      Return on average total assets                    1.25%          1.27%           1.26%          1.35%          1.39%
      Return on average equity                         14.09%         13.88%          14.29%         15.35%         15.17%
      Average yield on loans                            7.41%          7.34%           7.64%          7.75%          7.89%
      Average yield on earning assets                   6.32%          6.18%           6.36%          6.53%          7.02%
      Average rate on earning liabilities               1.36%          1.45%           1.52%          1.65%          1.72%
      Net interest margin                               5.24%          5.02%           5.17%          5.25%          5.67%
      Total risk based capital ratio                    11.7%          10.4%           11.6%          12.0%          11.9%
      Tier 1 Capital ratio                              10.6%           9.1%           10.4%          10.7%          10.6%







                                      TRICO BANCSHARES - CONSOLIDATED FINANCIAL DATA
                                      (Dollars in thousands, except per share data)
                                                       Three months ended
                                                  -------------------------------------------------------------------------
                                                  September 30,    June 30,      March 31,     December 31,    Sept. 30,
                                                       2003          2003           2003           2002          2002
                                                  -------------------------------------------------------------------------
                                                                                                   
Balance Sheet Data
      Cash and due from banks                           $ 66,747      $ 65,051       $ 58,925       $ 67,170      $ 56,749
      Fed funds sold                                       1,900         3,200         10,100          8,100        23,400
      Securities, available-for-sale                     350,761       354,040        354,007        338,024       268,921
      Loans
         Commercial loans                                152,477       147,746        117,329        125,982       142,290
         Consumer loans                                  297,186       237,704        210,633        201,858       191,601
         Real estate mortgage loans                      420,312       407,218        330,001        319,969       313,191
         Real estate construction loans                   60,066        59,622         35,810         39,713        36,472
      Total loans, gross                                 930,041       852,290        693,773        687,522       683,554
      Allowance for loan losses                          (13,460)      (13,455)       (14,293)       (14,377)      (14,382)
      Premises and equipment                              19,787        19,830         17,542         17,224        16,583
      Cash value of life insurance                        38,644        34,633         29,257         15,208        15,045
      Intangible assets                                   21,992        22,189          3,815          4,043         4,387
      Other assets                                        24,172        23,124         23,377         21,660        19,266
      Total assets                                     1,440,584     1,360,902      1,176,503      1,144,574     1,073,523
         Noninterest bearing demand deposits             267,148       260,861        226,373        232,499       202,895
         Interest bearing demand deposits                211,219       204,538        188,575        182,816       175,883
         Savings deposits                                426,340       393,198        324,584        297,926       268,182
         Time certificates                               291,145       315,008        293,120        291,996       290,935
      Total deposits                                   1,195,852     1,173,605      1,032,652      1,005,237       937,895
      Fed funds purchased & repurchase agreements         55,700        17,400              -              -             -
      Other liabilities                                   21,312        22,425         19,044         17,399        16,275
      Other borrowings                                    22,894        22,905         22,915         22,924        22,932
      Trust preferred securities                          20,000             -              -              -             -
      Total liabilities                                1,315,758     1,236,335      1,074,611      1,045,560       977,102
      Total shareholders' equity                         124,826       124,567        101,892         99,014        96,421
      Accumulated other
         comprehensive income                              1,223         3,433          2,688          2,303         2,333
      Average loans                                      876,068       801,493        679,975        675,626       676,009
      Average interest earning assets                  1,226,453     1,194,618      1,048,286      1,013,175       954,611
      Average total assets                             1,384,672     1,339,107      1,149,759      1,112,660     1,044,518
      Average deposits                                 1,185,059     1,146,211      1,003,853        970,666       908,675
      Average total equity                             $ 123,168     $ 122,567      $ 101,139       $ 97,684      $ 95,645