UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest reported)  February 21, 2007
                                           -------------------------------------


                            American River Bankshares
--------------------------------------------------------------------------------
             (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.)


3100 Zinfandel Drive, Suite 450, Rancho Cordova, California          95670
-----------------------------------------------------------        ---------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code          (916) 851-0123
                                                          ------------------


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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                             EXPLANATORY NOTE

On February 23, 2007, the Registrant filed a Form 8-K with the Securities and
Exchange Commission via the EDGAR filing system (the "Original 8-K"). This 8-K/A
is being filed to report a typo in the incentive amount reported for Raymond
Byrne on the Original 8-K. The Original 8-K reported an incentive amount of
$30,712.50 and it should have been $32,272.50. The revision below corrects that
error.


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers; Compensatory Arrangements of
           Certain Officers.

 The Board of Directors of the registrant, American River Bankshares (the
"Company"), approved the incentive compensation earned in 2006 for the executive
officers of the Company. The payments are expected to be paid on or before March
15, 2007 and are in accordance with the American River Bankshares 2005 Executive
Incentive Plan, incorporated by reference from Exhibit 99.1 to the Registrant's
Report on Form 8-K, filed with the Commission on October 27, 2005 and First
Amendment thereto, incorporated by reference from Exhibit 99.1 to the
Registrant's Report on Form 8-K, filed with the Commission on March 17, 2006.
The payments are as follows: David Taber, Chief Executive Officer, $99,807.00;
Mitchell Derenzo, Chief Financial Officer, $32,784.50; Douglas Tow, Chief Credit
Officer, $32,784.50; Kevin Bender, Chief Information Officer, $27,132.00;
Gregory Patton, President of American River Bank, $26,460.00; Raymond Byrne,
President of North Coast Bank, a division of American River Bank, $32,272.50;
and Larry Standing, President of Bank of Amador, a division of American River
Bank $28,350.00.




                                   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
                                    --------------------------------------------
March 22, 2007                      Mitchell A. Derenzo, Chief Financial Officer




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