EXHIBIT 31.2

Certifications
under Section 302 of the Sarbanes-Oxley Act of 2002

I, Mitchell A. Derenzo,
certify that:

| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | I have reviewed this
  quarterly report on Form 10-Q of American River Bankshares;                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. | Based on my knowledge,
  this 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 report;                               
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | 3. | Based on my knowledge, the
  financial statements, and other financial information included in this
  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 report;                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | 4. | The registrants other
  certifying officer(s) and I are responsible for establishing and maintaining
  disclosure controls and procedures (as defined in Exchange Act Rules
  13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
  defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
  have:
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (a)
  Designed such disclosure controls and procedures, or caused such disclosure
  controls and procedures to be designed under our supervision, 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 report is being prepared;         
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (b)
  Designed such internal control over financial reporting, or caused such
  internal control over financial reporting to be designed under our
  supervision, to provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles;                
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (c) Evaluated the
  effectiveness of the registrants disclosure controls and procedures and
  presented in this report our conclusions about the effectiveness of the
  disclosure controls and procedures, as of the end of the period covered by
  this report based on such evaluation; and                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (d) Disclosed in this
  report any change in the registrants internal control over financial
  reporting that occurred during the registrants most recent fiscal quarter
  (the registrants fourth fiscal quarter in the case of an annual report) that
  has materially affected, or is reasonably likely to materially affect, the
  registrants internal control over financial reporting; and
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | 5. | The registrants other
  certifying officer(s) and I have disclosed, based on our most recent
  evaluation of internal control over financial reporting, to the registrants
  auditors and the audit committee of the registrants board of directors (or persons
  performing the equivalent functions):                                       
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (a) All significant
  deficiencies and material weaknesses in the design or operation of internal
  control over financial reporting which are reasonably likely to adversely
  affect the registrants ability to record, process, summarize and report
  financial information; and                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                   | (b) Any fraud, whether or
  not material, that involves management or other employees who have a
  significant role in the registrants internal control over financial
  reporting.                                                                                                                                                                                                                 

|                                                       | 
|------------------------------------------------------ | 
|Date: May
12, 2009                                     | 
|                                                       | 
|By:
  /s/MITCHELL A. DERENZO                           | 
|                                                       | 
|Executive
  Vice President and Chief Financial Officer | 

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