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	Â
Stock Option (Right to Buy)	  (1)	11/16/2004	Class A Common Stock	5,315	$ 2.63	D	Â
Stock Option (Right to Buy)	  (1)	03/20/2005	Class A Common Stock	15,943	$ 2.71	D	Â
Stock Option (Right to Buy)	  (1)	01/01/2006	Class A Common Stock	9,662	$ 3.31	D	Â
Stock Option (Right to Buy)	  (1)	02/18/2007	Class A Common Stock	8,785	$ 4.96	D	Â
Stock Option (Right to Buy)	  (1)	05/09/2008	Class A Common Stock	7,986	$ 7.38	D	Â
Stock Option (Right to Buy)	  (1)	01/21/2009	Class A Common Stock	7,260	$ 7.03	D	Â
Stock Option (Right to Buy)	  (1)	09/23/2009	Class A Common Stock	8,704	$ 10.85	D	Â
Stock Option (Right to Buy)	  (1)	03/19/2010	Class A Common Stock	1,760	$ 9.47	D	Â
Stock Option (Right to Buy)	  (1)	03/29/2010	Class A Common Stock	26,736	$ 9.47	D	Â
Stock Option (Right to Buy)	  (1)	03/23/2011	Class A Common Stock	1,100	$ 7.2	D	Â
Stock Option (Right to Buy)	  (1)	06/26/2013	Class A Common Stock	2,000	$ 14.65	D	Â

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	Â	Â	Â

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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