Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
DAVIS RAYMOND P
   2. Issuer Name and Ticker or Trading Symbol
UMPQUA HOLDINGS CORP [UMPQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
200 SW MARKET STREET, SUITE 1900		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005
(Street)

PORTLAND, OR 97201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/15/2005   M   51,595 A $ 2.6956 135,945 (1) I By Spouse
Class A Common Stock 02/15/2005   S   31,595 D $ 24.4142 104,350 (1) I By Spouse
Class A Common Stock 02/16/2005   M   8,405 A $ 2.6956 112,755 (1) I By Spouse
Class A Common Stock 02/16/2005   S   8,405 D $ 24.25 104,350 (1) I By Spouse
Class A Common Stock               4,042 (2) I By 401(k)
Class A Common Stock               1,976 (3) I By SERP Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) - Granted 3/31/1995 $ 2.6956 02/15/2005   M     51,595 03/30/1996(4) 03/31/2006 Class A Common Stock 51,595 $ 2.6956 55,234 D  
Stock Option (Right to Buy) - Granted 3/31/1995 $ 2.6956 02/16/2005   M     8,405 03/30/1996(4) 03/31/2006 Class A Common Stock 8,405 $ 2.6956 46,829 D  
Stock Option (Right to Buy) - Granted 04/28/2003 $ 19.31             04/27/2004(5) 04/27/2013 Class A Common Stock 75,000   75,000 D  
Stock Option (Right to Buy) - Granted 1/2/2002 $ 13.34             01/01/2003(5) 01/02/2012 Class A Common Stock 50,000   50,000 D  
Stock Option (Right to Buy) - Granted 1/3/2005 $ 24.71             01/03/2006(5) 01/02/2015 Class A Common Stock 75,000   75,000 D  
Stock Option (Right to Buy) - Granted 4/1/1998 $ 12             03/31/1999(4) 04/01/2009 Class A Common Stock 50,000   50,000 D  
Stock Option (Right to Buy) - Granted 7/1/2003 $ 18.58             06/30/2010(6) 06/30/2013 Class A Common Stock 75,000   75,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVIS RAYMOND P
200 SW MARKET STREET, SUITE 1900
PORTLAND, OR 97201		   X     President & CEO  

Signatures

 By: by Steven L. Philpott - Attorney in Fact for   02/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Holdings reported include shares acquired pursuant to a dividend reinvestment plan for this account.
(2) Holdings reported include shares acquired in the 401(k)/Profit Sharing plan through dividend reinvestment, payroll deferrals and/or employer contributions.
(3) Holdings reported include shares acquired in the SERP through dividend reinvestment, payroll deferrals and/or employer contributions.
(4) All options are fully vested.
(5) Beginning on the first anniversary of the grant date, the options vest at 30% per year for the first two years and 20% for the third and fourth years.
(6) Seven years after grant date, the option vests 100%.

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