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): November 4, 1997


                            Tri-County Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


         Wyoming                              0-22220               83-304855
- --------------------------------------------------------------------------------
(State or other jurisdiction of            (SEC File No.)       (IRS Employer
incorporation)                                                   Identification
                                                                 Number)


2201 Main Street, Torrington, Wyoming                               82240
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


       Registrant's telephone number, including area code: (307) 532-2111


                                    N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last Report)





                            Tri-County Bancorp, Inc.

                      INFORMATION TO BE INCLUDED IN REPORT


Item 5.    Other Events

         The  Registrant  announced  that its Board of Directors  has declared a
100% stock dividend. The Registrant intends to issue a stock dividend of 100% on
the  Company's  outstanding  common  stock,  payable on  December  8,  1997,  to
stockholders of record as of November 18, 1997.

         For  further  details,  reference  is made to the Press  Release  dated
November 4, 1997, which is attached hereto as Exhibit 28 and incorporated herein
by this reference.


Item 7.  Financial Statement, Pro Forma financial Information and Exhibits

Exhibit 28 - Press Release dated November 4, 1997.





                                   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.


                             Tri-County Bancorp Inc.


Date:    November 13, 1997          By:  /s/ Robert L. Savage
                                         President and Chief Executive Officer