** **

**UNITEDSTATES 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, 2008**                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                               | **OR**                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                    |
| **o**                                                                                                                                                                                                                                                                                                                                                                                                              | **Transition Report Pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                    |
| **For  the transition period from                                  to                               ** |

 

**Commission file number****001-34142**

 

**OakValley Bancorp**

(Exact name of registrant as specified in its charter)

 

| **California**                                  | ** ** | **26-2326676**      |
|-------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                 |       | (I.R.S. Employer    |
| incorporation or organization)                  |       | Identification No.) |
|                                            |       |                |
| **125 North Third Avenue, Oakdale, California** | ** ** | **95361**           |
| (Address of Principal Executive Offices)        |       | Zip Code            |

 

**(617) 567-1500**

(Registrant’s telephone number, including area code)

 

SecuritiesRegistered Pursuant to Section 12(b) of the Act:

 
| ** **                     | ** ** | **Name of Each**                 |
|--------------------------------|------------|----------------------------------|
| **Title of Each Class**        | ** ** | **Exchange on Which Registered** |
| **Common Stock, no par value** | ** ** | **The NASDAQ Stock Market, LLC** |

 

SecuritiesRegistered Pursuant to Section 12(g) of theAct:       **None**

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.

 

Yes          o           No          x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.

 

Yes          o           No          x

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes          x           No          o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendmentto this form 10-K.    o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reportingcompany.  See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of theExchange Act. (Check one):

 
| Large  Accelerated Filer   o Accelerated  Filer   o  Non Accelerated Filer   o        Smaller  reporting company    x |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).

 

Yes          o           No          x

 

Theaggregate market value of the common stock of the Registrant’s held bynon-affiliates of the Registrant, computed by reference to the closing price ofsuch stock on December 31, 2008 was approximately$37,480,902.  As of March 30, 2009, there were 7,661,627outstanding shares of the Registrant’s common stock.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

 

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**EXPLANATORY NOTE**

 

ThisAmendment No. 1 to the Annual Report on Form 10-K/A for the FiscalYear Ended December 31, 2008 of Oak Valley Bancorp (the “Company”) isbeing filed for the purposes of amending Item 9A — Controls andProcedures, and to bring Item 9A into compliance with Rules 13a-15 of theSecurities Exchange Act of 1934, as amended with respect to management’scontrol and procedures over the financial reporting for the Company.

 

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**ITEM 9A - CONTROLS AND PROCEDURES**

 

Basedon their evaluation as of the end of the period covered by this Annual Reporton Form 10-K (as required by paragraph (b) of Rule 13a-15 underthe Securities Exchange Act of 1934 (the Exchange Act)), the Registrant’sprincipal executive officer and principal financial officer have concluded thatthe Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) underthe Exchange Act) were effective to ensure that information required to bedisclosed by the Company in reports that it files or submits under the ExchangeAct was recorded, processed, summarized and reported within the time periodsspecified in Securities and Exchange Commission rules and forms.

 

**REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIALREPORTING**

 

Managementof Oak Valley Bancorp and its subsidiary (the Company) is responsible forestablishing and maintaining adequate internal control over financial reportingfor the Company, as such term is defined in Rule 13a-15(f) under theSecurities Exchange Act of 1934.  The Company’s management, including thechief executive officer and chief financial officer, has assessed theeffectiveness of the Company’s internal control over financial reporting as of December 31,2008, presented in conformity with accounting principles generally accepted inthe United States of America. In making this assessment, management used thecriteria set forth by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO) in Internal Control -Integrated Framework. Based on thisassessment, management concluded that, as of December 31, 2008, theCompany’s internal control over financial reporting was effective based onthose criteria.

 

This annual report does not include an attestation report of theCompany’s independent registered public accounting firm regarding internalcontrol over financial reporting. Management’s report was not subject toattestation by the Company’s independent registered public accounting firmpursuant to temporary rules of the Securities and Exchange Commission thatpermit the Company to provide only management’s report in this annual report.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 of the Securities Exchange Act of 1934,the Company has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|                       | OAK  VALLEY BANCORP            |
|----------------------------|--------------------------------|
|                       |                           |
|                       |                           |
| Date:  April 15, 2009 | By:                            | /s/  Ronald C. Martin |
|                       | Ronald  C. Martin              |
|                       | Chief  Executive Officer       |
|                       | (principal  executive officer) |

 

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