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):

                                 August 25, 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)

                 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
    240.14a-12)

[ ] 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 8.01:  Other Events
------------------------

     The Board of Directors of TriCo Bancshares  (NASDAQ:  TCBK), parent company
of Tri Counties Bank, declared a quarterly cash dividend of $0.11 (eleven cents)
per share at its meeting  held on August 24,  2004.  The  dividend is payable on
September  30, 2004 to holders of record at the close of  business on  September
10, 2004 as indicated in the  Company's  press  release dated August 25, 2004, a
copy of which is attached as Exhibit 99.1.




Item 9.01:  Financial Statements and Exhibits
---------------------------------------------

(c) Exhibits

    99.1   Press release dated August 25, 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:  August 26, 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 August 25, 2004








Exhibit 99.1


               TRICO BANCSHARES ANNOUNCES QUARTERLY CASH DIVIDEND



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


CHICO,  Calif. - (August 25, 2004) - The Board of Directors of TriCo  Bancshares
(NASDAQ:  TCBK),  parent company of Tri Counties Bank, declared a quarterly cash
dividend of $0.11  (eleven  cents) per share at its  meeting  held on August 24,
2004.  The dividend is payable on September 30, 2004 to holders of record at the
close of business on September 10, 2004.

TriCo Bancshares and Tri Counties Bank are  headquartered in Chico,  California.
Tri Counties Bank has a 29-year history in the banking industry.  As of June 30,
2004,  Tri  Counties  Bank has over $1.54  billion in assets,  and  operates  33
traditional  branch  locations and 13 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 57
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.