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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2004

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

200 SW Market Street, Suite 1900
Portland, Oregon 97201
(address of Principal Executive Offices)(Zip Code)

(503) 546-2499
(Registrant's Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

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Item 7. Financial Statements and Exhibits

        (c) Exhibits.

        The following exhibits are being filed herewith and this list shall constitute the exhibit index:

        Exhibit

        99.1         Earnings Press Release

Item 12. Results of Operations and Financial Condition

        On July 15, 2004, Umpqua issued a press release with respect to financial results for the second quarter of 2004. A copy of the press release is attached as Exhibit 99.1.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE

UMPQUA HOLDINGS REPORTS RECORD OPERATING EARNINGS
Strong balance sheet growth continues - Revenue at record high

PORTLAND, Ore. - July 15, 2004 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced record second quarter 2004 operating earnings of $9.5 million, or $0.33 per diluted share, compared to $8.8 million, or $0.31 per diluted share for the second quarter of 2003.

Operating earnings are defined as the Company's earnings before deduction of merger-related expenses, which are reported in periods with merger-related costs. Net income is operating earnings minus merger-related expenses. There were $346,000 in merger-related expenses, after tax, recorded in the second quarter of 2004.

Net income for the second quarter of 2004 was $9.1 million or $0.32 per diluted share compared to $8.1 million or $0.28 the second quarter of 2003.

The following table presents a reconciliation of net income to operating earnings, with merger- related expenses, net of tax, displayed for each period presented:

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"We are very pleased to report record operating earnings this quarter, both in amount and on a diluted per share basis. The Company is delivering on its plan of strong organic growth, with total loans increasing by $79 million over the first quarter," said Ray Davis, president and chief executive officer of Umpqua Holdings Corporation.

The Bank's net interest margin was 4.74% for the second quarter of 2004, compared to 4.80% for the first quarter of 2004. Net charge-offs were $68 thousand, or 0.01% of average loans and leases for the second quarter of 2004, compared to $140 thousand, or 0.03% of average loans and leases for the first quarter of 2004.

Total non-interest income for the second quarter of 2004 increased $0.9 million, or 11% when compared to the first quarter of 2004. This resulted from an increase in mortgage banking revenue of $0.8 million, along with continued growth in other categories of the Company of $0.1 million.

Earnings contribution from the Company's mortgage group was $0.02 per diluted share in the second quarter of 2004, as compared to $0.01 per diluted share for the first quarter of 2004. Excluding the impact of the mortgage group, core operating earnings increased by $0.02 per diluted share, or 7% from the first quarter of 2004. The following table presents a reconciliation of core operating earnings per share to total:

Operating Earnings per diluted share:		Q2 2004		Q1 2004		Variance
Core excluding mortgage group		$0.31		$0.29		$0.02
Mortgage group		0.02		0.01		0.01
Total		$0.33		$0.30		$0.03

The Company's brokerage subsidiary, Strand, Atkinson, Williams & York, Inc., reported gross revenue of $3.1 million, an increase of 28% for the quarter compared with the second quarter of 2003.

Total revenue, which is defined as net interest income on a tax equivalent basis plus non-interest income, reached a record $40.7 million for the second quarter of 2004, compared to $38.2 million for the previous quarter, and $38.8 million for the same quarter a year ago. This represents an increase of 7% over the first quarter of 2004, and 5% over the same period a year ago.

Umpqua Bank, Umpqua Holdings' largest subsidiary, reports an efficiency ratio before merger-related expenses of 55.1% for the second quarter of 2004, compared to 58.2% for the previous quarter and 57.5% for the same quarter one year ago.

Total consolidated assets of Umpqua Holdings as of June 30, 2004 were $3.15 billion, compared to $3.00 billion at March 31, 2004 and $2.75 billion at June 30, 2003. Total gross loans and leases, and deposits were $2.15 billion and $2.48 billion, respectively, as of June 30, 2004, compared to $2.07 billion and $2.43 billion, respectively, as of March 31, 2004.

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The following table presents the year to date June 2004 annualized growth rates:

(Dollars in thousands)		June 30, 2004		Dec. 31, 2003		Growth Rate
Loans and Leases		$2,152,417		$2,003,587		15%
Deposits		$2,479,115		$2,378,192		8%
Assets		$3,153,291		$2,963,815		13%

Total loans increased by $79 million during the quarter, while non-performing assets decreased by $0.4 million during the same period. The Bank's non-performing assets stand at $13.1 million at June 30, 2004, representing 0.41% of total assets, down from 0.45% as of March 31, 2004.

During the second quarter of 2004, the Company repurchased 321,729 shares of its common stock on the open market at a weighted average price per share of $18.80. Also during the second quarter of 2004, the Company announced a dividend to shareholders of $0.06 per share, an increase of 50% over the first quarter dividend of $0.04 per share.

On July 12, 2004, the company announced the completion of its acquisition of Humboldt Bancorp and its principal operating subsidiary Humboldt Bank. Under the terms of the merger agreement, Humboldt Bancorp shareholders will receive one share of Umpqua Holdings Corporation common stock for each share of Humboldt Bancorp common stock. Approximately 15.5 million shares of Umpqua Holdings Corporation common stock are to be issued in connection with the merger. The combined organization will have assets of approximately $4.6 billion, deposits of approximately $3.5 billion and shareholders' equity of approximately $650 million. The acquisition will be accounted for using the purchase accounting method for business combinations, and as such, will be first reflected in the Company's third quarter 2004 financial statements.

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon state-chartered bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has 91 stores throughout Oregon, Northern California and Southwest Washington. The bank was named #1 on "The 100 Best Companies to Work For in Oregon" large companies list for 2004 by Oregon Business Magazine. Umpqua Holdings also owns a retail brokerage subsidiary, Strand, Atkinson, Williams & York, Inc. which has 14 locations throughout Oregon and Southwest Washington and offers brokerage services within Umpqua Bank stores. Additionally, Umpqua Holdings' Private Client Services Division provides tailored financial services and products to individual customers. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit www.umpquaholdingscorp.com.

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Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, July 15, 2004, at 10:00 a.m. PDT where the Company will discuss operating results for the second quarter of 2004. There will be a question-and-answer session following the presentation. Shareholders, analysts and other interested parties are invited to join the call by dialing 888-323-2711 a few minutes before 10:00 a.m. The password is "UMPQUA." Information to be discussed in the teleconference will be available on the Company's website prior to the call at www.umpquaholdingscorp.com. A rebroadcast can be found approximately one hour after the conference call by dialing 888-568-0664, or by visiting that website.

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Umpqua Holdings Corporation
Consolidated Statements of Income
(unaudited)

		Quarter ended:
Dollars in thousands, except per share data		June 30, 2004		March 31, 2004		June 30, 2003
Interest income
Loans and leases		$32,791		$31,865		$30,962
Investments taxable		5,415		4,590		2,395
Investments tax exempt		396		413		720
Temporary investments		29		23		187
Other interest and dividends		15		16		16
Total interest income		38,646		36,907		34,280
Interest expense
Deposits		5,785		5,889		6,267
Repurchase agreements and
fed funds purchased		185		139		106
Trust preferred securities		1,120		1,123		914
Other borrowings		467		241		193
Total interest expense		7,557		7,392		7,480
Net interest income		31,089		29,515		26,800
Provision for credit losses		1,100		1,075		950
Non-interest income
Service charges		3,273		3,127		3,198
Brokerage fees		3,014		2,891		2,370
Mortgage banking revenue		2,399		1,649		2,835
Gain on sale of securities		6		-		2,136
Other income		716		793		1,099
Total non-interest income		9,408		8,460		11,638
Non-interest expense
Salaries and benefits		13,753		13,665		13,170
Occupancy and equipment		4,153		4,115		3,947
Other		6,550		5,946		6,760
Merger related expenses		549		216		1,050
Total non-interest expense		25,005		23,942		24,927
Income before income taxes		14,392		12,958		12,561
Provision for income tax		5,261		4,560		4,429
Net income		$9,131		$8,398		$8,132
Weighted average shares
outstanding		28,339,080		28,445,316		28,283,843
Weighted average diluted
shares outstanding		28,664,279		28,819,200		28,667,926
Basic earnings per share		$0.32		$0.30		$0.29
Diluted earnings per share		$0.32		$0.29		$0.28

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Umpqua Holdings Corporation
Consolidated Statements of Income
(unaudited)

		Six months ended:
Dollars in thousands, except per share data		June 30, 2004		June 30, 2003
Interest income
Loans and leases		$64,655		$62,346
Investments taxable		10,006		5,361
Investments tax exempt		809		1,523
Temporary investments		52		338
Other interest and dividends		31		30
Total interest income		75,553		69,598
Interest expense
Deposits		11,675		12,748
Repurchase agreements and
fed funds purchased		323		214
Trust preferred securities		2,243		1,851
Other borrowings		708		405
Total interest expense		14,949		15,218
Net interest income		60,604		54,380
Provision for credit losses		2,175		2,425
Noninterest income
Service charges		6,400		6,112
Brokerage fees		5,905		4,309
Mortgage banking revenue		4,048		7,113
Gain (loss) on sale of securities		6		2,143
Other income		1,509		2,145
Total noninterest income		17,868		21,822
Noninterest expense
Salaries and benefits		27,419		26,070
Occupancy and equipment		8,268		7,529
Other		12,495		12,853
Merger related expenses		765		1,688
Total noninterest expense		48,947		48,140
Income before income taxes		27,350		25,637
Provision for income tax		9,821		9,124
Net income		$17,529		$16,513
Weighted average shares
outstanding		28,392,198		28,221,008
Weighted average diluted
shares outstanding		28,734,859		28,600,479
Basic earnings per share		$0.62		$0.59
Diluted earnings per share		$0.61		$0.58

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Umpqua Holdings Corporation
Consolidated Balance Sheets
(unaudited)

Dollars in thousands, except per share data		June 30, 2004		March 31, 2004		June 30, 2003
Assets:
Cash and cash equivalents		$110,804		$105,913		$184,262
Trading account securities		1,089		1,094		1,833
Investments available for sale		559,013		502,807		351,209
Investments held to maturity		13,908		14,594		17,836
Loans held for sale		37,866		31,526		62,926
Loans and leases		2,152,417		2,073,875		1,877,238
Less: Allowance for credit losses		(27,319)		(26,287)		(25,316)
Loans and leases, net		2,125,098		2,047,588		1,851,922
Federal Home Loan Bank stock		10,368		7,239		4,891
Premises and equipment, net		68,526		67,504		62,853
Other real estate owned		724		1,711		2,504
Mortgage servicing rights, net		11,391		10,959		9,274
Goodwill and other intangibles		159,575		159,661		160,547
Other assets		54,929		47,186		37,000
		$3,153,291		$2,997,782		$2,747,057
Liabilities:
Deposits		$2,479,115		2,428,926		$2,282,909
Securities sold under agreements
to repurchase and fed funds purchased		77,615		58,906		33,581
Borrowings		145,618		55,620		22,105
Notes payable for Trust preferred
securities		97,941		97,941		75,000
Other liabilities		30,963		26,152		28,358
Total liabilities		2,831,252		2,667,545		2,441,953
Shareholders' equity:
Common stock		226,774		232,118		229,780
Retained earnings		103,754		96,317		73,724
Accumulated other comprehensive
Income (loss)		(8,489)		1,802		1,600
Total shareholders' equity		322,039		330,237		305,104
Total liabilities and shareholders' equity		$3,153,291		$2,997,782		$2,747,057
Common shares outstanding at period end		28,219,677		28,489,267		28,331,279
Book value per share		$11.41		$11.59		$10.77
Tangible book value per share		$5.76		$5.99		$5.10
Tangible equity		$162,464		$170,576		$144,557

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Umpqua Holdings Corporation
Loan Portfolio

Dollars in thousands		June 30, 2004		March 31, 2004		June 30, 2003
Loans and leases by purpose:
Commercial real estate		$1,209,975		$1,121,008		$886,543
Residential real estate		105,003		94,479		78,578
Construction		196,577		230,674		265,753
Total real estate		1,511,555		1,446,161		1,230,874
Commercial		592,718		578,823		596,778
Leases		9,439		10,214		9,082
Consumer		35,904		37,131		39,905
Other		2,801		1,546		599
Total loans and leases		$2,152,417		$2,073,875		$1,877,238
		Quarter Ended		Quarter Ended		Quarter Ended
Dollars in thousands		June 30, 2004		March 31, 2004		June 30, 2003
Allowance for credit losses
Balance beginning of period		$26,287		$25,352		$24,538
Provision for credit losses		1,100		1,075		950
Charge-offs		(415)		(447)		(466)
Less: recoveries		347		307		294
Net charge-offs		(68)		(140)		(172)
Balance end of period		$27,319		$26,287		$25,316
Net charge-offs to average
loans and leases (annualized)		0.01%		0.03%		0.04%
Recoveries to gross charge-offs		83.61%		68.68%		63.09%
Allowance for credit losses to
loans and leases		1.27%		1.27%		1.35%
Allowance for credit losses to
nonperforming loans and leases		221%		223%		116%
Nonperforming loans and leases
to total loans and leases		0.57%		0.57%		1.17%
Nonperforming assets
Nonperforming loans and leases		$12,352		$11,800		$21,879
Real estate owned		724		1,711		2,504
Total nonperforming assets		$13,076		$13,511		$24,383

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Umpqua Holdings Corporation
Loan Portfolio

		Year to date		Year to date
Dollars in thousands		June 30, 2004		June 30, 2003
Allowance for credit losses
Balance beginning of period		$25,352		$24,731
Provision for credit losses		2,175		2,425
Charge-offs		(862)		(2,441)
Less: recoveries		654		601
Net charge-offs		(208)		(1,840)
Balance end of period		$27,319		$25,316
Net charge-offs to average
loans and leases (annualized)		0.02%		0.20%
Recoveries to gross charge-offs		75.87%		24.62%

Deposits by Type
		June 30, 2004				March 31, 2004				June 30, 2003
Dollars in thousands		Amount		Mix		Amount		Mix		Amount		Mix
Demand, non interest bearing		$624,391		25.2%		$592,762		24.4%		$617,326		27.0%
Demand, interest bearing		1,132,087		45.7%		1,069,064		44.0%		877,765		38.4%
Savings		150,436		6.1%		166,481		6.9%		181,131		7.9%
Time		572,201		23.1%		600,619		24.7%		606,687		26.6%
Total Deposits		$2,479,115		100.0%		$2,428,926		100.0%		$2,282,909		100.0%

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Umpqua Holdings Corporation
Selected Ratios

				Quarter ended:
		June 30, 2004		March 31, 2004		June 30, 2003
Net Interest Spread:
Yield on loans and leases		6.12%		6.23%		6.65%
Yield on taxable investments		3.95%		3.87%		3.21%
Yield on tax-exempt investments (1)		6.76%		6.71%		6.56%
Yield on temporary investments		0.91%		0.91%		1.18%
Total yield on earning assets		5.68%		5.78%		6.05%
Cost of interest bearing deposits		1.25%		1.31%		1.53%
Cost of securities sold under agreements
to repurchase and fed funds purchased		0.85%		1.02%		1.43%
Cost of borrowings		1.91%		1.76%		3.38%
Cost of trust preferred		4.60%		4.61%		4.89%
Total cost of interest bearing liabilities		1.42%		1.47%		1.69%
Net interest spread		4.26%		4.31%		4.36%
Net interest margin		4.57%		4.63%		4.74%
Before Merger Related Expenses:
Return on average assets		1.23%		1.17%		1.34%
Return on average tangible assets		1.29%		1.23%		1.43%
Return on average equity		11.65%		10.58%		11.72%
Return on average tangible equity		22.76%		20.84%		25.19%
After Merger Related Expenses:
Return on average assets		1.18%		1.15%		1.24%
Return on average tangible assets		1.25%		1.21%		1.32%
Return on average equity		11.23%		10.42%		10.83%
Return on average tangible equity		21.93%		20.52%		23.27%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger
expenses		55.11%		58.16%		57.51%
Umpqua Bank net interest margin		4.74%		4.80%		4.90%

(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

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Umpqua Holdings Corporation
Selected Ratios

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