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)     January 2, 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, Ranch Cordova, California       95670
----------------------------------------------------------    ------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code         (916) 231-6700
                                                     ----------------------


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 5 Pages
The Index to Exhibits is on Page 3


Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2006, the registrant executed an amendment to a lease (the
"Lease Amendment") with R. & R. Partners, a California General Partnership. The
Lease Amendment relates to office space currently occupied by one of the
issuer's banking divisions, North Coast Bank, a division of American River Bank.
The premises are located at 8733 Lakewood Drive, Suite A, Windsor, California.
The Lease Amendment is for an additional term of twenty-four (24) months,
expiring on December 31, 2008. The foregoing description is qualified by
reference to the Lease Amendment attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c)      Exhibits

99.1     Second Amendment to Commercial Lease Agreement between R. & R.
         Partners, and North Coast Bank, a division of American River Bank.




                                   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
                                    --------------------------------------------
January 2, 2007                     Mitchell A. Derenzo, Chief Financial Officer



Page 2 of 5


                                INDEX TO EXHIBITS


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

99.1               Second Amendment to Commercial Lease
                   Agreement between R. & R. Partners,
                   and North Coast Bank, a division of
                   American River Bank.                                     4



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