##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 Form 10-K/A (Amendment No. 1)  X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004  Commission File Number 0-25135 OR ___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________ (logo) BANK OF COMMERCE HOLDINGS  California
(State or jurisdiction of incorporation or organization)
    
    94-2823865
(I.R.S. Employer Identification Number)1951 Churn Creek Road
Redding, California
(Address of principal executive offices)
    
    96002
(Zip Code)
 Registrants telephone number, including area code: (530) 224-3333 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share 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 for 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of
the Registrants knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act) Yes [ ] No [X] As of April 30, 2005 there were 8,571,781 total shares of the Registrants common
stock outstanding.




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Directors of
Bank of Commerce Holdings We have audited the accompanying consolidated balance sheet of Bank of Commerce Holdings and
subsidiaries (the Company) as of December 31, 2004, and the related consolidated statements of
income, stockholders equity, and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Bank of Commerce Holdings and subsidiaries as of December 31,
2004, and the results of their operations and their cash flows for the year ended December 31,
2004, in conformity with accounting principles generally accepted in the United States of America. (logo) Stockton, California
January 14, 2005 1




---



##### 



ExhibitNumber
    
    Description of Document23.1
    
    Consent of Moss Adams LLP32.1
    
    Section 906 Certifications by Chief Executive Officer and Chief Financial Officer
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on May 26, 2005. BANK OF COMMERCE HOLDINGSBy   /s/ Linda J. MilesLinda J. MilesPrincipal Financial Officer
Executive Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Michael C. Mayer and Linda J. Miles, and each of them, his or her true and lawful
attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities,
to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes
may do or cause to be done by virtue hereof. 2




---



##### 



CERTIFICATIONSI, Michael C. Mayer, certify that:1)
    I have reviewed this Amendment to Form 10-K of Bank of Commerce Holdings (the registrant);2)
    Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;3)
    Based on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this
annual report;4)
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-a-14 and
15d-14) for the registrant and we have:  (a)
    Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;(b)
    Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and(c)
    Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.  5)
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of the registrants board of
directors;  (a)
    All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for
the registrants auditors any material weaknesses in internal controls: and(b)
    Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and  6)
    The registrants other certifying officer and I have indicated in this annual report whether
or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material
weaknesses. /s/MICHAEL C. MAYER Michael C. Mayer
President & Chief Executive Officer
(Principal Executive Officer) Dated May 26, 2005 3




---



##### 



CERTIFICATIONSI, Linda J. Miles, certify that:1)
    I have reviewed this Amendment to Form 10-K of Bank of Commerce Holdings (the registrant);2)
    Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;3)
    Based on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this
annual report;4)
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-a-14 and
15d-14) for the registrant and we have:  (a)
    Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;(b)
    Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and(c)
    Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;  5)
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of the registrants board of
directors:  (a)
    All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for
the registrants auditors any material weaknesses in internal controls: and(b)
    Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and  6)
    The registrants other certifying officer and I have indicated in this annual report whether
or not there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material
weaknesses. /s/LINDA J. MILES Linda J. Miles
Executive Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer) Dated May 26, 2005 4