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) December 16, 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
                                                     ---------------------------



Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Solicitation 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))


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


Item 8.01 Other Events.

         Registrant issued a press release December 16, 2004 announcing a $0.115
cash dividend. The foregoing description is qualified by reference to the press
release attached here to as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

(99.1)  Press release dated December 16, 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







        December 16, 2004


Page 2 of 4 Pages


                                INDEX TO EXHIBITS


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

  99.1                 Press release of American River                    4
                       Bankshares dated December 16, 2004


Page 3 of 4 Pages