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)  July 20, 2004
                                           ---------------


                            American River Bankshares
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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 8 Pages
The Index to Exhibits is on Page 3


Item 7.  Financial Statements and Exhibits.

(c) Exhibits

(99.1) Press release dated July 20, 2004

Item 12. Results of operations and financial condition.

         Registrant issued a press release July 20, 2004 announcing earnings for
the second quarter of 2004. The foregoing description is qualified by reference
to the press release attached here to as Exhibit 99.1.






                                   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



July 20, 2004


Page 2 of 8 Pages



                                INDEX TO EXHIBITS


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

  99.1                       Press release of American River              3
                             Bankshares dated July 20, 2004



Page 3 of 8 Pages