As  filed  with  the  Securities  and  Exchange  Commission  on  July  1,  2009,
Registration No. 333-______

--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                TRICO BANCSHARES
                            ------------------------
             (Exact name of registrant as specified in its charter)

              California                          94-2792841
        -------------------------            -------------------------------
     (State or other jurisdiction of         (I.R.S. Employer Identification
      incorporation or organization)          Number)

                 63 Constitution Drive, Chico, California 95973
                 ----------------------------------------------
                    (Address of principal executive offices)

                   TriCo Bancshares 2009 Equity Incentive Plan
                   -------------------------------------------
                              (Full title of plan)

                                Thomas J. Reddish
              Executive Vice President and Chief Financial Officer
                                TriCo Bancshares
                              63 Constitution Drive
                                 Chico, CA 95973
                                 (530) 898-0300
                              ---------------------
            (Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_| Accelerated filer |X|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of        Amount to be  Proposed maximum  Proposed maximum    Amount of
securities to   registered    offering price    aggregate offering  registration
be registered   (1)           per share(2)      fee price (2)
--------------------------------------------------------------------------------
Common Stock,    650,000       $15.56           $10,114,000         $564.36
no par value
reserved for
future issuance
under the 2009
Equity Incentive Plan
--------------------------------------------------------------------------------
(1)  In  addition to the common  stock set forth in the table,  the amount to be
registered includes an indeterminate number of shares issuable pursuant to stock
splits and stock dividends in accordance with Rule 416.

(2)  Estimated solely for purposes of calculating the amount of the registration
fee. The estimate is made pursuant to Rule 457 (c) of the  Securities Act and is
based  upon the $15.56  average  of the high and low prices of the  registrant's
common stock as reported on the Nasdaq  Global  Select  Market on June 30, 2009.
The  proposed  maximum  offering  price  is based on the  650,000  shares  being
registered and has been estimated pursuant to Rule 457(h) solely for the purpose
of calculating  the  registration  fee. It is not known how many of these shares
will be purchased or at what price.



<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.

           Documents containing the information  specified in Part I of Form S-8
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities Act of 1933 and will not be filed with the Commission as part of this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents  incorporated by reference  pursuant
to Item 3 of Part II of this registration statement, taken together,  constitute
a prospectus that meets the  requirements of Section 10(a) of the Securities Act
and are  available  without  charge,  upon oral or written  request,  to:  TriCo
Bancshares, 63 Constitution Drive, Chico, California 95973.


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

           TriCo Bancshares ("the Company") hereby  incorporates by reference in
this Registration Statement the following documents:

           (a) the  Company's  Annual  Report  on Form  10-K for the year  ended
December 31, 2008 filed with the Commission on March 12, 2009;

           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 as filed with the Commission on May 8, 2009;

           (c)  the  Company's  current  reports  on Form  8-K  filed  with  the
Commission on January 12, 2009,  February 4, 2009,  February 27, 2009, March 12,
2009 (two reports),  March 17, 2009, April 30, 2009 and May 21, 2009 (other than
any  portions  of any such  documents  that are not  deemed  "filed"  under  the
Exchange Act in accordance with the Exchange Act and applicable SEC rules); and

           (d) the description of the registrant's common stock set forth in the
Registration  Statement on Form 8-A under  Section 12(b) of the Exchange Act and
any  future  amendment  or  report  filed  for  the  purpose  of  updating  such
description.

           All documents subsequently filed (but not those documents or portions
thereof furnished but not filed, unless otherwise stated in such filings) by the
Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by reference  in this  Registration  Statement  and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

           The class of securities to be offered is registered  under Section 12
of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.


                                       2

<PAGE>


Item 6.  Indemnification of Officers and Directors.

           Section  317  of  the  California  General  Corporation  Law  permits
indemnification  of  directors,  officers and  employees of  corporations  under
certain  conditions  and  subject  to  certain  limitations.  Article  VI of the
Articles  of  Incorporation  of the Company  contains  provisions  limiting  the
monetary liability of directors for breaches of the duty of care. Article Six of
the Articles of Incorporation of the Company contains  provisions that authorize
the registrant to indemnify its directors, officers and employees to the fullest
extent permitted,  and in excess of that authorized,  under Section 317. Section
47 of the  Company's  Bylaws  provide for the  indemnification  of directors and
officers to the fullest extent permitted by law.

           The  Company  also  maintains  insurance  policies  which  insure its
officers and directors against certain liabilities.

           The foregoing  summaries are necessarily subject to the complete text
of the statute,  the Articles and the Bylaws referred to above and are qualified
in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

           The exhibits to this Registration Statement are listed in the Exhibit
Index to this filing, which is incorporated by reference.

Item 9.  Undertakings.

           (a) Rule 415 Offering.

               The undersigned registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                       3
<PAGE>


                (3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           (b)  Filings  incorporating  subsequent  Exchange  Act  documents  by
reference.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

           (h) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       4

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chico, State of California, on July 1, 2009.

                             TRICO BANCSHARES
                               (Registrant)

                                 By /s/ Thomas J. Reddish
                                    ---------------------
                                    Thomas J. Reddish
                                    Executive Vice President and Chief Financial
                                      Officer
                                    (Principal Financial and Accounting Officer)


           The  officers  and  directors of TriCo  Bancshares  whose  signatures
appear  below  hereby  constitute  and  appoint  Richard  P. Smith and Thomas J.
Reddish, and each of them, their true and lawful attorneys and agents, with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  Registration
Statement on Form S-8 for the TriCo  Bancshares 2009 Equity  Incentive Plan, and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do  everything
necessary to accomplish the  foregoing,  as fully to all intents and purposes as
he or she might or could do in person,  and each of the undersigned  does hereby
ratify  and  confirm  all  that  each of said  attorneys  and  agents,  or their
substitutes, shall do or cause to be done by virtue hereof.


           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration Statement has been signed by the following persons on behalf of the
registrant in the capacities and on the date indicated.


Signature                    Title                                 Date
---------                    -----                                 ----
/s/ Richard P. Smith          Director, President and              June 30, 2009
---------------------         Chief Executive Officer
Richard P. Smith              (Principal Executive Officer)


/s/ Thomas J. Reddish         Executive Vice President and         June 30, 2009
---------------------         Chief Financial Officer
Thomas J. Reddish             Principal Financial and
                               Accounting Officer)

/s/ William J. Casey          Chairman of the Board of Directors   June 30, 2009
---------------------
William J. Casey


/s/ Donald E. Murphy          Director                             June 30, 2009
---------------------
Donald E. Murphy


/s/ Donald J. Amaral          Director                             June 30, 2009
---------------------
Donald J. Amaral


/s/ L. Gage Chrysler III      Director                             June 30, 2009
-------------------------
L. Gage Chrysler III



Craig S. Compton              Director



/s/ John S. A. Hasbrook       Director                             June 30, 2009
-----------------------
John S. A. Hasbrook



                                       5

<PAGE>


/s/ Michael W. Koehnen        Director                             June 30, 2009
----------------------
Michael W. Koehnen


/s/ Steve G. Nettleton        Director                             June 30, 2009
----------------------
Steve G. Nettleton


/s/  Carroll R. Taresh        Director                             June 30, 2009
----------------------
Carroll R. Taresh


/s/ Alex A. Vereschagin, Jr.  Director                             June 30, 2009
----------------------------
Alex A. Vereschagin, Jr.


/s/  W. Virginia Walker       Director                             June 30, 2009
-----------------------
W. Virginia Walker



                                       6
<PAGE>


                                  EXHIBIT LIST



    Exhibit                       Description
    -------                       -----------

      4    TriCo  Bancshares  2009  Equity   Incentive  Plan   (Incorporated  by
           reference to Appendix A to the Company's  definitive  Proxy Statement
           filed with the Commission on April 4, 2009)

      5    Opinion of Bingham McCutchen, LLP

     23.1  Consent of Counsel (included in Exhibit 5)

     23.2  Consent of Independent Registered Public Accounting Firm

     23.3  Consent of Independent Registered Public Accounting Firm

     24    Power of Attorney (included in signature page)



                                       7

<PAGE>



Exhibit 5


July 1, 2009

Trico Bancshares
63 Constitution Ave
Chico, California  95973


Re:  Registration Statement on Form S-8

Ladies and Gentlemen:


We have acted as counsel to TriCo  Bancshares,  a  California  corporation  (the
"Company"),  in connection  with the filing of a Registration  Statement on Form
S-8 (the  "Registration  Statement") under the rules of the U.S.  Securities and
Exchange  Commission  (the  "SEC  Rules"),  relating  to  650,000  shares of the
Company's  common stock (the "Shares")  issuable under the Company's 2009 Equity
Incentive Plan ("Plan").

As counsel to the Company,  we have reviewed the corporate  proceedings taken by
the Company with respect to the  authorization of the issuance of the Shares. We
have also examined and relied upon  originals or copies,  certified or otherwise
authenticated  to  our  satisfaction,  of  such  corporate  records,  documents,
agreements  or other  instruments  of the Company and of public  officials as we
have deemed  necessary or  advisable  for  purposes of this  opinion.  As to all
matters  of  fact  (including  factual  conclusions  and  characterizations  and
descriptions  of purpose,  intention  or other  state of mind) we have  entirely
relied upon certificates of officers of the Company,  and have assumed,  without
independent inquiry, the accuracy of those certificates.

We have  assumed  the  genuineness  of all  signatures,  the  conformity  to the
originals  of all  documents  reviewed  by us as copies,  the  authenticity  and
completeness of all original  documents  reviewed by us in original or copy form
and the legal competence of each individual  executing a document.  We have also
assumed that the  registration  requirements of the SEC Rules and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied. This opinion is to be used only in connection with the offer and sale
of the Shares while the Registration Statement is in effect.

Subject to the  foregoing,  it is our  opinion  that the  Shares  have been duly
authorized  and, upon issuance of the Shares in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.

This opinion is limited to the laws of the State of California and no opinion is
expressed as to the laws of any other  jurisdiction.  This opinion is based upon
currently existing statutes,  rules,  regulations and judicial decisions, and we
disclaim any  obligation  to advise you of any change in any of these sources of
law or subsequent legal or factual  developments  which might affect any matters
or opinions set forth herein.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the Registration Statement in accordance with the requirements of the
SEC Rules under the Securities Act and to the use of our name therein and in the
related prospectus under the caption "Legal Matters." In giving such consent, we
do not hereby  admit that we are in the  category  of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission.

Very truly yours,


/s/Bingham McCutchen LLP
Bingham McCutchen LLP


                                       8

<PAGE>



Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  reports  dated  March 12,  2009  relating  to the
consolidated  financial  statements and  effectiveness of internal controls over
financial  reporting,  which appears in TriCo Bancshares's Annual Report on Form
10-K for the year ended December 31, 2008.


/s/ Moss Adams LLP



Stockton, California
July 1, 2009


Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this  registration  statement on
Form S-8 of TriCo Bancshares and subsidiary of our report report dated March 13,
2007,  with  respect  to the  consolidated  statements  of  income,  changes  in
shareholders'  equity, and cash flows of TriCo Bancshares and subsidiary for the
year ended December 31, 2006, which report appears in December 31, 2008,  annual
report on Form 10-K of TriCo Bancshares.



/s/ KPMG LLP



Sacramento California
July 1, 2009



                                       9
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{"company-data": {"conformed-name": "TRICO BANCSHARES /", "cik": "0000356171", "assigned-sic": "6022", "irs-number": "942792841", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-160405", "film-number": "09924080"}, "business-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973", "phone": "5308980300"}, "mail-address": {"street1": "TRICO BANCSHARES", "street2": "63 CONSTITUTION DRIVE", "city": "CHICO", "state": "CA", "zip": "95973"}}
As  filed  with  the  Securities  and  Exchange  Commission  on  July  1,  2009,
Registration No. 333-______

--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                TRICO BANCSHARES
                            ------------------------
             (Exact name of registrant as specified in its charter)

              California                          94-2792841
        -------------------------            -------------------------------
     (State or other jurisdiction of         (I.R.S. Employer Identification
      incorporation or organization)          Number)

                 63 Constitution Drive, Chico, California 95973
                 ----------------------------------------------
                    (Address of principal executive offices)

                   TriCo Bancshares 2009 Equity Incentive Plan
                   -------------------------------------------
                              (Full title of plan)

                                Thomas J. Reddish
              Executive Vice President and Chief Financial Officer
                                TriCo Bancshares
                              63 Constitution Drive
                                 Chico, CA 95973
                                 (530) 898-0300
                              ---------------------
            (Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer |_| Accelerated filer |X|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of        Amount to be  Proposed maximum  Proposed maximum    Amount of
securities to   registered    offering price    aggregate offering  registration
be registered   (1)           per share(2)      fee price (2)
--------------------------------------------------------------------------------
Common Stock,    650,000       $15.56           $10,114,000         $564.36
no par value
reserved for
future issuance
under the 2009
Equity Incentive Plan
--------------------------------------------------------------------------------
(1)  In  addition to the common  stock set forth in the table,  the amount to be
registered includes an indeterminate number of shares issuable pursuant to stock
splits and stock dividends in accordance with Rule 416.

(2)  Estimated solely for purposes of calculating the amount of the registration
fee. The estimate is made pursuant to Rule 457 (c) of the  Securities Act and is
based  upon the $15.56  average  of the high and low prices of the  registrant's
common stock as reported on the Nasdaq  Global  Select  Market on June 30, 2009.
The  proposed  maximum  offering  price  is based on the  650,000  shares  being
registered and has been estimated pursuant to Rule 457(h) solely for the purpose
of calculating  the  registration  fee. It is not known how many of these shares
will be purchased or at what price.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.

           Documents containing the information  specified in Part I of Form S-8
will be sent or given to  employees as  specified  by Rule  428(b)(1)  under the
Securities Act of 1933 and will not be filed with the Commission as part of this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents  incorporated by reference  pursuant
to Item 3 of Part II of this registration statement, taken together,  constitute
a prospectus that meets the  requirements of Section 10(a) of the Securities Act
and are  available  without  charge,  upon oral or written  request,  to:  TriCo
Bancshares, 63 Constitution Drive, Chico, California 95973.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

           TriCo Bancshares ("the Company") hereby  incorporates by reference in
this Registration Statement the following documents:

           (a) the  Company's  Annual  Report  on Form  10-K for the year  ended
December 31, 2008 filed with the Commission on March 12, 2009;

           (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 as filed with the Commission on May 8, 2009;

           (c)  the  Company's  current  reports  on Form  8-K  filed  with  the
Commission on January 12, 2009,  February 4, 2009,  February 27, 2009, March 12,
2009 (two reports),  March 17, 2009, April 30, 2009 and May 21, 2009 (other than
any  portions  of any such  documents  that are not  deemed  "filed"  under  the
Exchange Act in accordance with the Exchange Act and applicable SEC rules); and

           (d) the description of the registrant's common stock set forth in the
Registration  Statement on Form 8-A under  Section 12(b) of the Exchange Act and
any  future  amendment  or  report  filed  for  the  purpose  of  updating  such
description.

           All documents subsequently filed (but not those documents or portions
thereof furnished but not filed, unless otherwise stated in such filings) by the
Company  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities  remaining unsold, shall be deemed to be incorporated
by reference  in this  Registration  Statement  and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

           The class of securities to be offered is registered  under Section 12
of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

                                       2
Item 6.  Indemnification of Officers and Directors.

           Section  317  of  the  California  General  Corporation  Law  permits
indemnification  of  directors,  officers and  employees of  corporations  under
certain  conditions  and  subject  to  certain  limitations.  Article  VI of the
Articles  of  Incorporation  of the Company  contains  provisions  limiting  the
monetary liability of directors for breaches of the duty of care. Article Six of
the Articles of Incorporation of the Company contains  provisions that authorize
the registrant to indemnify its directors, officers and employees to the fullest
extent permitted,  and in excess of that authorized,  under Section 317. Section
47 of the  Company's  Bylaws  provide for the  indemnification  of directors and
officers to the fullest extent permitted by law.

           The  Company  also  maintains  insurance  policies  which  insure its
officers and directors against certain liabilities.

           The foregoing  summaries are necessarily subject to the complete text
of the statute,  the Articles and the Bylaws referred to above and are qualified
in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

           Not applicable.

Item 8.  Exhibits.

           The exhibits to this Registration Statement are listed in the Exhibit
Index to this filing, which is incorporated by reference.

Item 9.  Undertakings.

           (a) Rule 415 Offering.

               The undersigned registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement;

                    (iii) To include any  material  information  with respect to
the plan of distribution not previously disclosed in the Registration  Statement
or any material change to such information in the Registration Statement;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       3
(3) To remove  from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           (b)  Filings  incorporating  subsequent  Exchange  Act  documents  by
reference.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

           (h) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chico, State of California, on July 1, 2009.

                             TRICO BANCSHARES
                               (Registrant)

                                 By /s/ Thomas J. Reddish
                                    ---------------------
                                    Thomas J. Reddish
                                    Executive Vice President and Chief Financial
                                      Officer
                                    (Principal Financial and Accounting Officer)

           The  officers  and  directors of TriCo  Bancshares  whose  signatures
appear  below  hereby  constitute  and  appoint  Richard  P. Smith and Thomas J.
Reddish, and each of them, their true and lawful attorneys and agents, with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  Registration
Statement on Form S-8 for the TriCo  Bancshares 2009 Equity  Incentive Plan, and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do  everything
necessary to accomplish the  foregoing,  as fully to all intents and purposes as
he or she might or could do in person,  and each of the undersigned  does hereby
ratify  and  confirm  all  that  each of said  attorneys  and  agents,  or their
substitutes, shall do or cause to be done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration Statement has been signed by the following persons on behalf of the
registrant in the capacities and on the date indicated.

Signature                    Title                                 Date
---------                    -----                                 ----
/s/ Richard P. Smith          Director, President and              June 30, 2009
---------------------         Chief Executive Officer
Richard P. Smith              (Principal Executive Officer)

/s/ Thomas J. Reddish         Executive Vice President and         June 30, 2009
---------------------         Chief Financial Officer
Thomas J. Reddish             Principal Financial and
                               Accounting Officer)

/s/ William J. Casey          Chairman of the Board of Directors   June 30, 2009
---------------------
William J. Casey

/s/ Donald E. Murphy          Director                             June 30, 2009
---------------------
Donald E. Murphy

/s/ Donald J. Amaral          Director                             June 30, 2009
---------------------
Donald J. Amaral

/s/ L. Gage Chrysler III      Director                             June 30, 2009
-------------------------
L. Gage Chrysler III

Craig S. Compton              Director

/s/ John S. A. Hasbrook       Director                             June 30, 2009
-----------------------
John S. A. Hasbrook

                                       5
/s/ Michael W. Koehnen        Director                             June 30, 2009
----------------------
Michael W. Koehnen

/s/ Steve G. Nettleton        Director                             June 30, 2009
----------------------
Steve G. Nettleton

/s/  Carroll R. Taresh        Director                             June 30, 2009
----------------------
Carroll R. Taresh

/s/ Alex A. Vereschagin, Jr.  Director                             June 30, 2009
----------------------------
Alex A. Vereschagin, Jr.

/s/  W. Virginia Walker       Director                             June 30, 2009
-----------------------
W. Virginia Walker

                                       6
EXHIBIT LIST

    Exhibit                       Description
    -------                       -----------

      4    TriCo  Bancshares  2009  Equity   Incentive  Plan   (Incorporated  by
           reference to Appendix A to the Company's  definitive  Proxy Statement
           filed with the Commission on April 4, 2009)

      5    Opinion of Bingham McCutchen, LLP

     23.1  Consent of Counsel (included in Exhibit 5)

     23.2  Consent of Independent Registered Public Accounting Firm

     23.3  Consent of Independent Registered Public Accounting Firm

     24    Power of Attorney (included in signature page)

                                       7
Exhibit 5

July 1, 2009

Trico Bancshares
63 Constitution Ave
Chico, California  95973

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to TriCo  Bancshares,  a  California  corporation  (the
"Company"),  in connection  with the filing of a Registration  Statement on Form
S-8 (the  "Registration  Statement") under the rules of the U.S.  Securities and
Exchange  Commission  (the  "SEC  Rules"),  relating  to  650,000  shares of the
Company's  common stock (the "Shares")  issuable under the Company's 2009 Equity
Incentive Plan ("Plan").

As counsel to the Company,  we have reviewed the corporate  proceedings taken by
the Company with respect to the  authorization of the issuance of the Shares. We
have also examined and relied upon  originals or copies,  certified or otherwise
authenticated  to  our  satisfaction,  of  such  corporate  records,  documents,
agreements  or other  instruments  of the Company and of public  officials as we
have deemed  necessary or  advisable  for  purposes of this  opinion.  As to all
matters  of  fact  (including  factual  conclusions  and  characterizations  and
descriptions  of purpose,  intention  or other  state of mind) we have  entirely
relied upon certificates of officers of the Company,  and have assumed,  without
independent inquiry, the accuracy of those certificates.

We have  assumed  the  genuineness  of all  signatures,  the  conformity  to the
originals  of all  documents  reviewed  by us as copies,  the  authenticity  and
completeness of all original  documents  reviewed by us in original or copy form
and the legal competence of each individual  executing a document.  We have also
assumed that the  registration  requirements of the SEC Rules and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied. This opinion is to be used only in connection with the offer and sale
of the Shares while the Registration Statement is in effect.

Subject to the  foregoing,  it is our  opinion  that the  Shares  have been duly
authorized  and, upon issuance of the Shares in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.

This opinion is limited to the laws of the State of California and no opinion is
expressed as to the laws of any other  jurisdiction.  This opinion is based upon
currently existing statutes,  rules,  regulations and judicial decisions, and we
disclaim any  obligation  to advise you of any change in any of these sources of
law or subsequent legal or factual  developments  which might affect any matters
or opinions set forth herein.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the Registration Statement in accordance with the requirements of the
SEC Rules under the Securities Act and to the use of our name therein and in the
related prospectus under the caption "Legal Matters." In giving such consent, we
do not hereby  admit that we are in the  category  of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission.

Very truly yours,

/s/Bingham McCutchen LLP
Bingham McCutchen LLP

                                       8
Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  reports  dated  March 12,  2009  relating  to the
consolidated  financial  statements and  effectiveness of internal controls over
financial  reporting,  which appears in TriCo Bancshares's Annual Report on Form
10-K for the year ended December 31, 2008.

/s/ Moss Adams LLP

Stockton, California
July 1, 2009

Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of TriCo Bancshares and subsidiary of our report report dated March 13,
2007,  with  respect  to the  consolidated  statements  of  income,  changes  in
shareholders'  equity, and cash flows of TriCo Bancshares and subsidiary for the
year ended December 31, 2006, which report appears in December 31, 2008,  annual
report on Form 10-K of TriCo Bancshares.

/s/ KPMG LLP

Sacramento California
July 1, 2009

                                       9