Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MASON THEODORE S
2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2004
3. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [UMPQ]
(Last)
(First)
(Middle)
200 SW MARKET STREET, SUITE 1900
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
07/15/2004
(Street)

PORTLAND, OR 97201
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 48,882
D
 
Class A Common Stock 290
I
By Custodian For Child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 11/10/2004 Class A Common Stock 35,926 $ 2.63 D  
Stock Option (Right to Buy)   (1) 11/16/2004 Class A Common Stock 5,315 $ 2.63 D  
Stock Option (Right to Buy)   (1) 03/20/2005 Class A Common Stock 15,943 $ 2.71 D  
Stock Option (Right to Buy)   (1) 01/01/2006 Class A Common Stock 9,662 $ 3.31 D  
Stock Option (Right to Buy)   (1) 02/18/2007 Class A Common Stock 8,785 $ 4.96 D  
Stock Option (Right to Buy)   (1) 05/09/2008 Class A Common Stock 7,986 $ 7.38 D  
Stock Option (Right to Buy)   (1) 01/21/2009 Class A Common Stock 7,260 $ 7.03 D  
Stock Option (Right to Buy)   (1) 09/23/2009 Class A Common Stock 8,704 $ 10.85 D  
Stock Option (Right to Buy)   (1) 03/19/2010 Class A Common Stock 1,760 $ 9.47 D  
Stock Option (Right to Buy)   (1) 03/29/2010 Class A Common Stock 26,736 $ 9.47 D  
Stock Option (Right to Buy)   (1) 03/23/2011 Class A Common Stock 1,100 $ 7.2 D  
Stock Option (Right to Buy)   (1) 06/26/2013 Class A Common Stock 2,000 $ 14.65 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MASON THEODORE S
200 SW MARKET STREET, SUITE 1900
PORTLAND, OR 97201
  X      

Signatures

By: by Steven L. Philpott - Attorney in Fact for 11/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option was assumed by Umpqua Holdings Corporation in the merger and was exchanged by a 1 for 1 ratio to purchase shares of Umpqua common stock with the same number of options and exercise price. All options are fully vested.

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