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 23, 2005
                                           -----------------


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


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


1545 River Park Drive, Suite 107, Sacramento, California          95815
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(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))



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Item 8.01. Other Events

On June 23, 2005, the registrant received a full pay-off of the former Bank of
Amador construction loan that was identified on page 5 of the joint proxy
statement-prospectus (the "Proxy Statement") dated October 15, 2004 and mailed
to shareholders on or about October 22, 2004. As described in the Proxy
Statement the original cash payment distributed to the former Bank of Amador was
reduced by the holdback as a result of the loan. The holdback equaled $1,362,000
in total or the equivalent of $0.947 in cash per share. The registrant has
instructed its stock transfer agent to begin distributing the cash holdback as
soon as practicable.








                                   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
                                    --------------------------------------------
June 23, 2005                       Mitchell A. Derenzo, Chief Financial Officer


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