SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

[X]   AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

            For the Quarterly Period Ended June 30, 2002
                                           -------------

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            Commission File No. 0-31525

                             AMERICAN RIVER HOLDINGS
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                California                             68-0352144
       -------------------------------          ------------------------
       (State or other jurisdiction of          (IRS Employer ID Number)
        incorporation or organization)


    1545 River Park Drive, Sacramento, California                95815
    ---------------------------------------------              ----------
       (Address of principal executive offices)                (Zip code)


                                 (916) 565-6100
                                 ---------------
                         (Registrant's telephone number,
                              including area code)

                                 not applicable
                                 --------------
         (Former name, former address and former fiscal year, if changed
                               since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes [X]      No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

No par value Common Stock - 2,503,180 shares outstanding at August 2, 2002.



PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

         The following are the voting results of the registrant's annual meeting
         of the shareholders held on May 23, 2002:

         PROPOSAL NO. 1: Election of directors

         On the proposal to elect Class II Directors of American River Holdings,
         management's nominees, James O. Burpo, Sam J. Gallina, Roger J. Taylor,
         D.D.S. and Larry L. Wasem were elected to serve for a three-year term
         until the 2005 Annual Meeting of Shareholders and until their
         successors are duly elected and qualified with the following vote
         tabulation:


                                                            
         James O. Burpo:            FOR   1,911,771    AGAINST   0   ABSTAIN   9,799

         Sam J. Gallina:            FOR   1,915,723    AGAINST   0   ABSTAIN   5,847

         Roger J. Taylor, D.D.S.:   FOR   1,915,723    AGAINST   0   ABSTAIN   5,847

         Larry L. Wasem:            FOR   1,886,660    AGAINST   0   ABSTAIN  40,910


         Class I and Class III Directors of American River Holdings continued in
         office for the periods corresponding to the term of office for their
         respective Class.


         PROPOSAL NO. 2: To ratify the selection of Perry-Smith LLP as
         independent public accountants for the Company.

         FOR:            1,913,324
         AGAINST:            4,487
         ABSTAINED:          3,759


Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

           Exhibit
           Number                      Document Description
           ------                      --------------------

             (99.1)      Certification of Chief Executive Officer and Chief
                         Financial Officer pursuant to the Sarbanes-Oxley Act of
                         2002.


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                                   SIGNATURES



         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                      AMERICAN RIVER HOLDINGS

     August 7, 2002                   By: /s/ DAVID T. TABER
     --------------                       --------------------------------------
                                          David T. Taber
                                          Chief Executive Officer
                                          (Principal Executive Officer)


     August 7, 2002                   By: /s/ MITCHELL A. DERENZO
     --------------                       --------------------------------------
                                          Mitchell A. Derenzo
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                          Officer)


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