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 *   BRUNO MATHEW 2. Date of Event Requiring Statement (Month/Day/Year) 06/02/2006 3. Issuer Name and Ticker or Trading Symbol UMPQUA HOLDINGS CORP [UMPQ] (Last) (First) (Middle) ONE SW COLUMBIA STREET, SUITE 1200 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) (Street) PORTLAND, OR 97258 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 56,477 (1) D Â

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) Granted 1/1/2005	  (2)	01/01/2015	Class A Common Stock	2,415	$ 23.8261 (3)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRUNO MATHEW ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND, OR 97258	  X	Â	Â	Â

Signatures

By: by Steven L. Philpott - Attorney in Fact for		06/09/2006
**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)	Acquired pursuant to the merger of Western Sierra Bancorp (Western Sierra) with and into Issuer (the Merger), in exchange for the merger consideration consisting of 1.61 shares of Issuer's common stock per share of Western Sierra common stock. The closing price of Issuer's common stock on the NASDAQ Stock Market on June 2, 2006, the effective date of the Merger, was $27.58 per share.
(2)	All options are fully vested.
(3)	This option was assumed by Issuer in the Merger. Each outstanding option to acquire Western Sierra common stock was converted into an option to acquire Issuer's common stock as follows: (i) the number of shares of Issuer's common stock issuable upon exercise of the converted option is equal to the number of shares of Western Sierra common stock issuable upon exercise of the Western Sierra option prior to conversion multiplied by 1.61 and (ii) the exercise price of the converted option is equal to the exercise price of the Western Sierra option prior to conversion divided by 1.61.

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