UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 reported)  June 17, 2004
                                           ---------------


                             American River Holdings
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             (Exact name of registrant as specified in its chapter)


         California                      0-31525                 68-0352144
-----------------------------         --------------         -------------------
(State or other jurisdiction           (Commission             (IRS Employer
      Of incorporation)                File Number)          Identification No.)


1545 River Park Drive, Suite 107, Sacramento, California          95815
--------------------------------------------------------       ------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code        (916) 565-6100
                                                     ----------------------

Page 1 of 4 Pages
The Index to Exhibits is on Page 3



Item 5.  Other Events.

         Registrant issued a press release June 17, 2004 announcing $0.115 cash
dividend. The foregoing description is qualified by reference to the press
release attached here to as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits

(99.1) Press release dated June 17, 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 hereunto duly authorized.

                                    AMERICAN RIVER BANKSHARES


                                    /s/ MITCHELL A. DERENZO
                                    --------------------------------------------
                                    Mitchell A. Derenzo, Chief Financial Officer




June 17, 2004


Page 2 of 4 Pages



                                INDEX TO EXHIBITS


Exhibit No.           Description                                       Page
-----------           -----------                                       ----

  99.1                Press release of American River                     4
                      Bankshares dated June 17, 2004





Page 3 of 4 Pages