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):

                                 March 11, 2004

                                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
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              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:(530)                898-0300


Item 5:  Other Events
- ---------------------

On March 11, 2004 the Board of Directors  of TriCo  Bancshares  (NASDAQ:  TCBK),
parent company of Tri Counties Bank,  approved a two-for-one  stock split of its
common stock to be effective  April 9, 2004. The Board also increased the number
of shares to be repurchased  under its repurchase plan  originally  announced on
July 31, 2003.  A copy of the press  release is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.

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

        99.1     Press release dated March 11, 2004







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:  March 11, 2004         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 March 11, 2004







                 TRICO BANCSHARES ANNOUNCES 2-FOR-1 STOCK SPLIT
                 ----------------------------------------------


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


     Chico,  CA - March 11, 2004.  The Board of  Directors  of TriCo  Bancshares
(NASDAQ:  TCBK),  parent  company of Tri Counties  Bank,  approved a two-for-one
stock split of its common stock at its meeting held on March 11, 2004. The stock
split will be effected in the form of a stock  dividend  and will  entitle  each
stockholder  of record at the close of  business on April 9, 2004 to receive one
additional share for every share of TriCo common stock held on that date. Shares
resulting  from the split will be distributed on April 30, 2004. As of March 11,
2004, the Company had 7,817,761 common shares  outstanding.  This stock dividend
is in addition to the Company's  previously  declared quarterly cash dividend of
$0.20 per share payable on March 31, 2004 to stockholders of record at the close
of business on March 10, 2004.
     Also at its  meeting on March 11,  2004,  the Board of  Directors  of TriCo
Bancshares  approved  an  increase  in  the  maximum  number  of  shares  to  be
repurchased  under the Company's stock  repurchase plan originally  announced on
July 31, 2003 from 250,000 to 500,000 to be  effective on April 9, 2004,  solely
to conform  with the  two-for-one  stock split noted above.  The 250,000  shares
originally  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 plan has no stated  expiration  date for the  repurchases,
which may occur from time to time as market  conditions  allow.  As of March 11,
2004, the Company had purchased  111,300 shares under this plan which will leave
277,400  shares  available  for  repurchase  under  the plan on  April 9,  2004,
assuming (i) application of the stock split to shares already  repurchased under
the plan and (ii) no additional shares are repurchased prior to April 9, 2004.
     TriCo  Bancshares  and  Tri  Counties  Bank  are  headquartered  in  Chico,
California.  Tri Counties Bank has a 28-year history in the banking industry. As
of December 31, 2003,  Tri Counties Bank has over $1.46  billion in assets,  and
operates 33 traditional  branch locations and 12 in-store branch locations in 21
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 56 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.