UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

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

              For the Fiscal Year Ended March 31, 2005

OR

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

Commission File Number: 0-22957

RIVERVIEW BANCORP, INC.


(Exact name of registrant as specified in its charter)

                Washington                                                                                                                              91-1838969
(State or other jurisdiction of incorporation                                                                                (I.R.S. Employer
or organization)                                                                                                                                 I.D. Number)

900 Washington St., Ste. 900,Vancouver, Washington                                                                      98660             
(Address of principal executive offices)                                                                                            (Zip Code)

Registrant's telephone number, including area code:                                                                       (360) 693-6650

Securities registered pursuant to Section 12(b) of the Act:                                                                            None

Securities registered pursuant to Section 12(g) of the Act:                  Common Stock, par value $.01 per share
                                                                                                                                             (Title of Class)

        Indicate by check mark whether the registrant (1) 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 disclosure will not be contained, to the best of the registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. X

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No___

        The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based on the closing sales price of the registrant's Common Stock as quoted on the Nasdaq National Market System under the symbol "RVSB" on September 30, 2004 was approximately $106,742,243 (4,997,296 shares at $21.36 per share). It is assumed for purposes of this calculation that none of the registrant's officers, directors and 5% stockholders (including the Riverview Bancorp, Inc. Employee Stock Ownership Plan) are affiliates. As of May 16, 2005, there were issued and outstanding 5,804,114 shares of the registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

        1.        Portions of registrant's Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders (Part III).

 

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for the year ended March 31, 2005 (the "Original Filing") of Riverview Bancorp, Inc. ("Company") and is being filed to correct the number of shares of the Company's common stock issued and outstanding as of May 16, 2005, as stated on the cover page. The Original Filing stated that there were issued and outstanding 5,015,749 shares of the registrant's common stock on May 16, 2005, when in fact there were 5,804,114 shares issued and outstanding.

 

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                                       RIVERVIEW BANCORP, INC.

Date: June 16, 2005

                                                                                                       By:  /s/Patrick Sheaffer                                         
                                                                                                               Patrick Sheaffer
                                                                                                               Chairman of the Board and
                                                                                                               Chief Executive Officer
                                                                                                               (Duly Authorized Representative)

 

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