TRICO BANCSHARES /
8-K/A, 1996-12-04
STATE COMMERCIAL BANKS
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                       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 December 3, 1996                   Commission file number 0-10661
               ----------------                                          -------

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


            California                                           94-2792841
(State or other jurisdiction                                 (I.R.S. Employer
incorporation or organization)                              Identification No.)

                 15 Independence Circle, Chico, California 95973
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code                 916/898-0300


(Former name, former address and former fiscal year, if changed since last
 report)


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 Item 7.  Financial Statements and Exhibits

The  acquisition of Sutter Buttes Savings Bank, as reported on October 25, 1996,
does  not  meet  the 20%  significance  threshold  for  inclusion  of  financial
statements.


                                   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 hereunto duly authorized.

                                                         TRICO BANCSHARES

Date     Decenber 3, 1996                   /s/       Robert M. Stanberry
    -----------------------                 -----------------------------
                                                   Vice President and CFO




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