SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: January 27, 2005
(Date of earliest event reported)

Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)

OREGON		000-25597		93-1261319
(State or Other Jurisdiction of		(Commission File		(I.R.S. Employer
Incorporation or Organization)		Number)		Identification Number)

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

(503) 546-2491
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR
		230.425)
[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
		240.14a-12)
[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
		Act (17 CFR 240.14d-2(b))
[ ]		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
		Act (17 CFR 240.13e-4(c))

---

Item 2.02 Results of Operations and Financial Condition.

               On January 27, 2005, Umpqua Holdings Corporation issued a press release announcing financial results for the fourth quarter and year end 2004. A copy of the press release is attached as Exhibit 99.1. Attached as Exhibit 99.2 is a Statistical Supplement that the Company provides to shareholders and others who request additional financial and statistical information not included in the press release. This information is being furnished to satisfy Regulation FD, but is not deemed filed under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

	(a)		Not applicable.
	(b)		Not applicable.
	(c)		Exhibits.
			(99.1)		Press Release with Quarterly Earnings
			(99.2)		Statistical Supplement

SIGNATURES

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

		UMPQUA HOLDINGS CORPORATION
		(Registrant)
Dated: January 27, 2005		By: /s/ Kenneth E. Roberts
		Kenneth E. Roberts
		Assistant Secretary

---

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:
Ray Davis		Dan Sullivan
President/CEO		EVP/CFO
Umpqua Holdings Corporation		Umpqua Holdings Corporation
503-546-2490		503-546-2492
raydavis@umpquabank.com		dansullivan@umpquabank.com

UMPQUA HOLDINGS REPORTS STRONG FOURTH QUARTER AND FULL YEAR
2004 RESULTS
Humboldt Conversion Complete, Organic Loan Growth of 20%

PORTLAND, Ore. - January 27, 2005 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced fourth quarter 2004 net income of $16.3 million, or $0.36 per diluted share, compared to $8.6 million, or $0.30 per diluted share, for the fourth quarter of 2003. For the year ended December 31, 2004, net income was $47.2 million, or $1.30 per diluted share compared to $34.1 million, or $1.19 per diluted share for the year ended 2003. These results reflect earnings per share growth of 20% for the fourth quarter of 2004 compared to the same period a year ago and 9% on an annual basis.

The Company recognized merger-related expenses, net of tax, of $1.7 million, or $0.04 per diluted share, for the fourth quarter of 2004. For the year, merger-related expenses, net of tax, were $3.6 million, or $0.10 per diluted share, compared to $1.3 million, or $0.05 per diluted share, for 2003.

Excluding merger-related expenses, the Company reported income of $18.0 million, or $0.40 per diluted share for the fourth quarter of 2004, compared to $8.6 million, or $0.30 per diluted share for the fourth quarter of 2003, an increase of 33% on a per share basis. For the year 2004, excluding merger-related expenses, the Company reported income of $50.7 million, or $1.40 per diluted share, compared to $35.5 million, or $1.24 per diluted share for 2003, an increase of 13% on a per share basis.

As previously announced, the Company completed the sale of its merchant card processing portfolio during December 2004. In accordance with generally accepted accounting principles, the financial results related to the merchant card processing operations, including the gain on sale, have been classified as a discontinued operation, net of tax. For the fourth quarter of 2004, the Company reported income from discontinued operations of $3.5 million, or $0.08 per diluted share, inclusive of the after-tax gain on sale of $3.4 million. For the year ended December 31,

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 2 of 11

2004, the Company reported income from discontinued operations of $3.9 million, or $0.11 per diluted share and income from continuing operations of $43.3 million, or $1.19 per diluted share.

Umpqua Bank's net interest margin increased to 5.05% for the month of December 2004, principally resulting from the recent increases in short-term market interest rates. Umpqua Bank's net interest margin was 4.96% for the fourth quarter of 2004, compared to 4.93% for the third quarter of 2004. For the full year 2004, Umpqua Bank's net interest margin was 4.88%, compared to 5.01% for 2003.

The provision for loan loss was $3.7 million, or 0.43% of average loans on an annualized basis, for the fourth quarter of 2004, as compared to $1.1 million, or 0.22% of average loans on an annualized basis, for the same period in 2003. For the full year 2004, the provision for loan loss was $7.3 million, or 0.27% of average loans, compared to $4.6 million, or 0.24% of average loans, for 2003. Net charge-offs were $2.8 million, or 0.33% of average loans on an annualized basis, for the fourth quarter of 2004, compared to $1.0 million, or 0.21% of average loans on an annualized basis, for the same period in 2003. For the full year 2004, net charge-offs were $4.5 million, or 0.17% of average loans, compared to $3.9 million, or 0.21% of average loans, for 2003. Non-performing assets were 0.48% of total assets at December 31, 2004, down ten basis points from September 30, 2004 and one basis point higher than a year ago. The linked quarter improvement in asset quality is principally attributable to successful resolution of several problem loans and the increased level of gross charge-offs recognized during the quarter. The allowance for credit losses as a percentage of total loans at December 31, 2004 was 1.31%, an increase of four basis points from year-end 2003.

"The past year's accomplishments were significant and made 2004 a watershed year for Umpqua Holdings" said Ray Davis, President and Chief Executive Officer of Umpqua Holdings Corporation. "In addition to producing record operating results, maintaining exceptional credit quality and producing double-digit organic loan and deposit growth, we achieved our goal of expanding into the high-growth markets of Northern California. We are entering 2005 well positioned to continue building shareholder value through delivering the most unique customer experience in the banking industry," Davis added.

Umpqua Bank, Umpqua Holdings' largest subsidiary, reported an efficiency ratio before merger-related expenses of 48.4% for the fourth quarter of 2004, compared to 55.4% for the previous quarter and 56.9% for the same quarter one year ago. Excluding the gain on sale of the merchant card processing portfolio and merger related expense, Umpqua Bank's efficiency ratio for the fourth quarter of 2004 was 52.8% .

Total consolidated assets of Umpqua Holdings as of December 31, 2004 were $4.9 billion, compared to $3.0 billion at December 31, 2003. Total gross loans and deposits were $3.5 billion and $3.8 billion, respectively, as of December 31, 2004, compared to $2.0 billion and $2.4 billion, respectively, as of September 30, 2004.

Total organic growth for the year in loans and deposits was $408 million, or 20%, and $229 million, or 10%, respectively. Organic growth is defined as growth excluding the increase related to acquisitions on the Company's balance sheet, with all growth subsequent to the

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 3 of 11

acquisition date included as organic. The following table presents the full year 2004 annualized organic growth rates, excluding the impact of acquisitions:

				July 2004				Organic
				Acquired				Growth
(Dollars in thousands)		Dec 31, 2004		Growth		Dec 31, 2003		Rate
Loans		$3,470,961		$1,059,295		$2,003,587		20%
Deposits		$3,799,107		$1,192,058		$2,378,192		10%
Assets		$4,879,968		$1,645,908		$2,963,815		9%

The Company acquired approximately $65 million of brokered time deposits as part of the Humboldt Bancorp acquisition. During the fourth quarter of 2004, approximately $55 million of these deposits matured without a marketed renewal. Excluding this planned run-off, the organic growth rate in deposits for the year would have been 12%.

At December 31, 2004 total shareholders equity was $688 million, and tangible book value per share was $6.31.

The Company completed the system integration of the Humboldt Bancorp acquisition in the fourth quarter of 2004.

About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has 92 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 Bank's 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.

---

Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, January 27, 2005, at 10:00 a.m. PDT where management will discuss operating results for the fourth quarter and full year 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 888-791-5525 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 888-416-1171, or by visiting that website.

 

---

- more -

 

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 4 of 11

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)

				Quarter ended:
Dollars in thousands, except per share data		December 31, 2004		September 30, 2004		December 31, 2003
Interest income
Loans and leases		$55,261		$50,875		$31,940
Investments taxable		6,892		7,433		4,166
Investments tax exempt		768		749		442
Temporary investments		296		194		45
Other interest and dividends		23		14		15
Total interest income		63,240		59,265		36,608
Interest expense
Deposits		10,383		8,939		5,408
Repurchase agreements and
fed funds purchased		266		207		154
Trust preferred securities		2,333		1,979		925
Other borrowings		584		731		318
Total interest expense		13,566		11,856		6,805
Net interest income		49,674		47,409		29,803
Provision for loan losses		3,667		1,479		1,075
Non-interest income
Service charges		5,434		5,570		3,188
Brokerage fees		3,188		2,736		2,554
Mortgage banking revenue		1,665		1,942		1,200
Gain on sale of securities		--		13		2
Other income		2,197		1,210		496
Total non-interest income		12,484		11,471		7,440
Non-interest expense
Salaries and benefits		20,248		19,685		13,583
Occupancy and equipment		5,809		5,688		3,770
Other		9,820		10,150		6,077
Merger related expenses		2,656		2,176		--
Total non-interest expense		38,533		37,699		23,430
Income before income taxes and discontinued
operations		19,958		19,904		12,738
Provision for income tax		7,170		6,457		4,308
Income from continuing operations		12,788		13,245		8,430
Gain on sale of discontinued operation, net of tax		3,375		--		--
Income from discontinued operation, net of tax		106		123		160
Net income		$16,269		$13,368		$8,590
Weighted average shares outstanding		44,121,546		42,149,082		28,389,064
Weighted average diluted shares outstanding		44,870,939		42,889,713		28,802,165
Earnings per share - Basic:
Continuing operations		$0.29		$0.31		$0.30
Discontinued operations		$0.08		$0.01		$0.00
Net income		$0.37		$0.32		$0.30
Earnings per share - Diluted:
Continuing operations		$0.28		$0.31		$0.29
Discontinued operations		$0.08		$0.00		$0.01
Net income		$0.36		$0.31		$0.30

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 5 of 11

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)

		Twelve months ended:
Dollars in thousands, except per share data		December 31, 2004		December 31, 2003
Interest income
Loans and leases		$170,791		$126,900
Investments taxable		24,330		12,255
Investments tax exempt		2,325		2,443
Temporary investments		544		465
Other interest and dividends		68		69
Total interest income		198,058		142,132
Interest expense
Deposits		30,999		23,608
Repurchase agreements and
fed funds purchased		794		502
Trust preferred securities		6,555		3,715
Other borrowings		2,023		1,035
Total interest expense		40,371		28,860
Net interest income		157,687		113,272
Provision for loan losses		7,321		4,550
Non-interest income
Service charges		17,404		12,556
Brokerage fees		11,829		9,498
Mortgage banking revenue		7,655		11,473
Gain on sale of securities		19		2,155
Other income		4,466		2,319
Total non-interest income		41,373		38,001
Non-interest expense
Salaries and benefits		67,351		53,090
Occupancy and equipment		19,765		14,834
Other		32,466		25,263
Merger related expenses		5,597		2,082
Total noninterest expense		125,179		95,269
Income before income taxes and discontinued operations		66,560		51,454
Provision for income tax		23,270		17,970
Income from continuing operations		43,290		33,484
Gain on sale of discontinued operations, net of tax		3,375		--
Income from discontinued operations, net of tax		501		635
Net income		$47,166		$34,119
Weighted average shares outstanding		35,804,038		28,294,291
Weighted average diluted shares outstanding		36,345,443		28,666,070
Earnings per share - Basic:
Continuing operations		$1.21		$1.18
Discontinued operations		$0.11		$0.03
Net income		$1.32		$1.21
Earnings per share - Diluted:
Continuing operations		$1.19		$1.17
Discontinued operations		$0.11		$0.02
Net income		$1.30		$1.19

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 6 of 11

Umpqua Holdings Corporation
Consolidated Balance Sheets
(Unaudited)

Dollars in thousands, except per share data		December 31, 2004		September 30, 2004		December 31, 2003
Assets:
Cash and cash equivalents		$116,188		$245,557		$134,006
Trading account securities		1,577		1,539		1,265
Investments available for sale		678,003		738,538		501,904
Investments held to maturity		11,807		12,340		14,612
Loans held for sale		20,791		29,632		37,798
Loans and leases		3,470,961		3,323,137		2,003,587
Less: Allowance for loan losses		(44,229)		(43,374)		(25,352)
Loans and leases, net		3,426,732		3,279,763		1,978,235
Federal Home Loan Bank stock		14,218		14,840		7,168
Premises and equipment, net		85,681		94,928		63,328
Other real estate owned		979		641		2,529
Mortgage servicing rights, net		11,154		11,140		10,608
Goodwill and other intangibles		408,460		409,516		159,585
Other assets		104,378		108,027		52,777
Total assets		$4,879,968		$4,946,461		$2,963,815
Liabilities:
Deposits		$3,799,107		$3,919,271		$2,378,192
Securities sold under agreements
to repurchase and fed funds purchased		88,267		47,752		83,531
Borrowings		88,451		88,521		55,000
Notes payable for Trust preferred
securities		166,256		166,280		97,941
Other liabilities		50,274		52,660		30,182
Total liabilities		4,192,355		4,274,484		2,644,846
Shareholders' equity:
Common stock		560,611		556,995		230,773
Retained earnings		128,112		114,494		89,058
Accumulated other comprehensive
Income (loss)		(1,012)		488		(862)
Total shareholders' equity		687,613		671,977		318,969
Total liabilities and shareholders' equity		$4,879,968		$4,946,461		$2,963,815
Common shares outstanding at period end		44,211,075		43,979,674		28,411,816
Book value per share		$15.55		$15.28		$11.23
Tangible book value per share		$6.31		$5.97		$5.,61
Tangible equity		$279,153		$262,461		$159,384

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 7 of 11

Umpqua Holdings Corporation
Loan Portfolio
(Unaudited)

Dollars in thousands		December 31, 2004		September 30, 2004		December 31, 2003
Loans and leases by purpose:
Commercial real estate		$1,874,646		$1,814,303		$1,072,191
Residential real estate		221,047		214,518		84,423
Construction		461,096		427,863		232,849
Total real estate		2,556,789		2,456,684		1,389,463
Commercial		823,364		766,274		565,652
Leases		18,357		19,552		10,918
Consumer		71,174		78,647		36,790
Other		1,277		1,980		764
Total loans and leases		$3,470,961		$3,323,137		$2,003,587
		Quarter Ended		Quarter Ended		Quarter Ended
Dollars in thousands		December 31, 2004		September 30, 2004		December 31, 2003
Allowance for credit losses
Balance beginning of period		$43,374		$27,319		$25,312
Provision for credit losses		3,667		1,479		1,075
Acquisitions		--		17,257		--
Reclassification		--		(1,216)		--
Charge-offs		(3,443)		(2,124)		(1,591)
Less: recoveries		631		659		556
Net charge-offs		(2,812)		(1,465)		(1,035)
Total Allowance for loan losses		44,229		43,374		25,352
Reserve for unfunded commitments		1,338		1,216		--
Total Allowance for credit losses		$45,567		$44,590		$25,352
Net charge-offs to average
loans and leases (annualized)		0.33%		0.18%		0.21%
Recoveries to gross charge-offs		18.33%		31.03%		34.95%
Allowance for credit losses to
loans and leases		1.31%		1.34%		1.27%
Allowance for credit losses to
nonperforming loans and leases		202%		160%		222%
Nonperforming loans and leases
To total loans and leases		0.65%		0.84%		0.57%
Nonperforming assets
Nonperforming loans and leases		$22,573		$27,796		$11,425
Real estate owned		979		641		2,529
Total nonperforming assets		$23,552		$28,437		$13,954

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 8 of 11

Umpqua Holdings Corporation
Loan Portfolio
(Unaudited)

		Year Ended		Year Ended
Dollars in thousands		December 31, 2004		December 31, 2003
Allowance for credit losses
Balance beginning of period		$25,352		$24,731
Provision for credit losses		7,321		4,550
Acquisitions		17,257		--
Reclassification		(1,216)		--
Charge-offs		(6,429)		(6,077)
Less: recoveries		1,944		2,148
Net charge-offs		(4,485)		(3,929)
Total Allowance for loan loss		44,229		25,352
Reserve for unfunded commitments		1,338		--
Total Allowance for credit loss		$45,567		$25,352
Net charge-offs to average
loans and leases (annualized)		0.17%		0.21%
Recoveries to gross charge-offs		30.24%		35.35%

Deposits by Type
(Unaudited)

		December 31, 2004				September 30, 2004				December 31, 2003
Dollars in thousands		Amount		Mix		Amount		Mix		Amount		Mix
Demand, non interest bearing		$891,731		23.5%		$935,206		23.9%		$589,901		24.8%
Demand, interest bearing		1,504,396		39.6%		1,502,899		38.3%		1,048,733		44.1%
Savings		452,684		11.9%		531,466		13.6%		145,960		6.1%
Time		950,296		25.0%		949,700		24.2%		593,598		25.0%
Total Deposits		$3,799,107		100.0%		$3,919,271		100.0%		$2,378,192		100.0%

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 9 of 11

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)

		Quarter ended:
		December 31, 2004		September 30, 2004		December 31, 2003
Net Interest Spread:
Yield on loans and leases		6.44%		6.35%		6.38%
Yield on taxable investments		4.10%		4.15%		3.67%
Yield on tax-exempt investments (1)		7.29%		6.72%		6.61%
Yield on temporary investments		1.92%		1.54%		0.77%
Total yield on earning assets		6.02%		5.91%		5.85%
Cost of interest bearing deposits		1.41%		1.29%		1.23%
Cost of securities sold under agreements
to repurchase and fed funds purchased		1.32%		1.37%		1.20%
Cost of borrowings		2.63%		1.79%		1.78%
Cost of trust preferred		5.58%		4.93%		4.68%
Total cost of interest bearing liabilities		1.66%		1.50%		1.39%
Net interest spread		4.36%		4.41%		4.45%
Net interest margin		4.74%		4.73%		4.77%
Before Merger Related Expenses :(2)
Return on average assets		1.45%		1.25%		1.19%
Return on average tangible assets		1.58%		1.36%		1.26%
Return on average equity		10.52%		9.35%		10.85%
Return on average tangible equity		26.46%		24.11%		22.10%
After Merger Related Expenses :(2)
Return on average assets		1.32%		1.13%		1.19%
Return on average tangible assets		1.44%		1.23%		1.26%
Return on average equity		9.53%		8.46%		10.85%
Return on average tangible equity		23.96%		21.81%		22.10%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger
expenses (2)		48.40%		55.43%		56.89%
Umpqua Bank net interest margin		4.96%		4.93%		4.91%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations.

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 10 of 11

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)

				Year ended:
				December 31, 2004		December 31, 2003
Net Interest Spread:
Yield on loans and leases				6.31%		6.63%
Yield on taxable investments				4.05%		3.51%
Yield on tax-exempt investments (1)				6.93%		6.82%
Yield on temporary investments				1.61%		1.11%
Total yield on earning assets				5.87%		6.08%
Cost of interest bearing deposits				1.32%		1.42%
Cost of securities sold under
agreements to repurchase and fed funds purchased				1.13%		1.17%
Cost of borrowings				2.00%		2.48%
Cost of trust preferred				5.02%		4.86%
Total cost of interest bearing liabilities				1.53%		1.58%
Net interest spread				4.34%		4.50%
Net interest margin				4.68%		4.85%
Before Merger Related Expenses : (2)
Return on average assets				1.29%		1.31%
Return on average tangible assets				1.39%		1.39%
Return on average equity				10.34%		11.68%
Return on average tangible equity				23.97%		24.80%
After Merger Related Expenses : (2)
Return on average assets				1.20%		1.26%
Return on average tangible assets				1.30%		1.34%
Return on average equity				9.61%		11.24%
Return on average tangible equity				22.27%		23.87%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger expenses		(2)		53.51%		55.49%
Umpqua Bank net interest margin				4.88%		5.01%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations.

---

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2004 Results
January 27, 2005
Page 11 of 11

Umpqua Holdings Corporation
Mortgage Banking Statistical Analysis
(unaudited)

		Quarter ended:
		December 31, 2004		September 30, 2004		December 31, 2003
Dollars in thousands
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others		$1,066,905		$1,093,460		$1,166,581
MSR Asset (gross)		$11,946		$11,900		$12,515
Less: Valuation reserve		(792)		(760)		(1,907)
MSR Asset (net of reserve)		$11,154		$11,140		$10,608
MSR as % of serviced portfolio		1.05%		1.02%		0.91%
Mortgage Banking Revenue:
Origination and sale		$1,447		$2,065		$1,208
Servicing		250		196		(228)
MSR valuation reserve change		(32)		(319)		220
Total Mortgage Banking Revenue		$1,665		$1,942		$1,200

		Year ended:
		December 31, 2004		December 31, 2003
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale		$6,688				$13,884
Servicing		(148)				(2,321)
MSR valuation reserve change		1,115				(90)
Total Mortgage Banking Revenue		$7,655				$11,473
Diluted earnings per share
contribution of Mortgage Group		$0.04				$0.11

# # #

---

UMPQUA HOLDINGS CORPORATION

Statistical Supplement

(in thousands, except share data and ratios: unaudited)

		4thQtr				3rdQtr				2ndQtr				1stQtr				4thQtr				3rdQtr				2ndQtr				1stQtr				4thQtr				3rdQtr				2ndQtr				1stQtr						Years Ended December 31,
		2004				2004				2004				2004				2003				2003				2003				2003				2002				2002				2002				2002						2004				2003				2002
Income Statement Data
Interest income		$ 63,240				$ 59,265				$ 38,646				$ 36,907				$ 36,608				$ 35,927				$ 34,281				$ 35,317				$ 30,058				$ 24,052				$ 23,149				$ 23,065				$		198,058		$		142,132		$		100,325
Interest expense		13,566				11,856						7,557				7,392				6,804				6,839				7,480				7,738				6,935				5,739				5,428				5,695				40,371				28,860				23,797
Net interest income		49,674				47,409				31,089				29,515				29,804				29,088				26,801				27,579				23,123				18,313				17,721				17,370						157,687				113,272				76,528
Provision for credit losses				3,667				1,479				1,100				1,075				1,075				1,050				950				1,475				1,384				900				600				1,004				7,321				4,550				3,888
Net interest income after provision for credit losses		46,007				45,930				29,989				28,440				28,729				28,038				25,851				26,104				21,739				17,413				17,121				16,366						150,367				108,722				72,640
Service fees				5,434				5,570				3,273				3,127				3,188				3,256				3,198				2,914				2,541				2,138				1,877				2,084				17,404				12,556				8,640
Brokerage fees & commissions				3,188				2,736				3,014				2,891				2,554				2,635				2,370				1,939				2,208				2,299				2,331				2,174				11,829				9,498				9,012
Mortgage banking revenue, net				1,665				1,942				2,399				1,649				1,200				3,160				2,834				4,279				3,989				1,190				2,216				1,679				7,655				11,473				9,073
Gain (loss) on sale of securities				-				13				6				-				2				10				2,136				7				6				396				(901)				2				19				2,155				(497)
Other income (4)				7,930				1,412				716				793				760				455				1,100				1,045				412				682				478				541				10,851				3,361				2,113
Total noninterest income		18,217				11,673						9,408				8,460				7,704				9,516		11,638				10,184						9,156				6,705				6,001				6,480				47,758				39,043				28,341
Salaries and employee benefits		20,248				19,685				13,753				13,665				13,583				13,438				13,171				12,899				10,877						8,963				8,568				8,709				67,351				53,090				37,117
Premises and equipment				5,809				5,688				4,153				4,115				3,770				3,534				3,947				3,582				2,936				2,348				2,213				2,099				19,765				14,834				9,596
Other non interest expense				9,820		10,150						6,550				5,946				6,077				6,332				6,760				6,093				5,221				3,810				4,108				4,109				32,466				25,263				17,249
Total noninterest expense		35,877				35,523				24,456				23,726				23,430				23,304				23,878				22,574				19,034				15,121				14,889				14,917						119,582				93,187				63,962
Income before income tax & merger expense		28,347				22,080				14,941				13,174				13,003				14,250				13,611				13,714				11,861						8,997				8,233				7,929				78,542				54,578				37,020
Provision for income taxes		10,383						7,301				5,464				4,645				4,412				4,983				4,807				4,925				4,398				2,987				2,951				2,995				27,793				19,127				13,332
Net income before merger expenses		$		17,964		$ 14,779				$		9,477		$		8,529		$		8,591		$		9,267		$		8,804		$		8,789		$		7,463		$		6,010		$		5,282		$		4,934		$		50,749		$		35,451		$		23,689
Merger expenses net of tax benefit				1,695				1,411				346				131				-				251				672				409				748				-				-				973				3,583				1,332				1,721
Net income		$		16,269		$ 13,368				$		9,131		$		8,398		$		8,591		$		9,016		$		8,132		$		8,380		$		6,715		$		6,010		$		5,282		$		3,961		$		47,166		$		34,119		$		21,968
Share Data(1)
Before Merger Expenses:
Basic earnings per common share		$		0.41		$		0.35		$		0.33		$		0.30		$		0.30		$		0.33		$		0.31		$		0.31		$		0.31		$		0.30		$		0.26		$		0.25		$		1.42		$		1.25		$		1.13
Diluted earnings per common share		$		0.40		$		0.34		$		0.33		$		0.30		$		0.30		$		0.32		$		0.31		$		0.31		$		0.31		$		0.29		$		0.26		$		0.24		$		1.40		$		1.24		$		1.11
After Merger Expenses:
Basic earnings per common share		$		0.37		$		0.32		$		0.32		$		0.30		$		0.30		$		0.32		$		0.29		$		0.30		$		0.28		$		0.30		$		0.26		$		0.20		$		1.32		$		1.21		$		1.04
Diluted earnings per common share		$		0.36		$		0.31		$		0.32		$		0.29		$		0.30		$		0.31		$		0.28		$		0.29		$		0.28		$		0.29		$		0.26		$		0.20		$		1.30		$		1.19		$		1.03
Tangible book value per common share		$		6.31		$		5.97		$		5.76		$		5.99		$		5.61		$		5.36		$		5.10		$		4.86		$		4.55		$		6.21		$		5.93		$		5.60		$		6.31		$		5.61		$		4.55
Book value per common share		$		15.55		$		15.28		$		11.41		$		11.59		$		11.23		$		11.00		$		10.77		$		10.57		$		10.30		$		7.51		$		7.23		$		6.91		$		15.55		$		11.23		$		10.30
Cash dividends per common share		$		0.06		$		0.06		$		0.06		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.22		$		0.16		$		0.16
Ratio of dividends declared to net income		16.30%				19.74%				18.54%				13.57%				13.23%				12.59%				13.92%				13.50%				16.68%				13.39%				15.22%						20.32%				17.22%				13.29%				16.09%
Shares outstanding		44,211,075				43,979,674				28,219,677				28,489,267				28,411,816				28,365,814				28,331,279				28,234,620				27,980,591				20,137,343				20,108,342						19,970,763				44,211,075				28,411,816				27,980,591
Basic weighted average shares of common stock outstanding		44,121,546				42,149,082				28,339,080				28,445,316				28,389,064				28,343,696				28,283,843				28,157,475				24,054,398				20,125,583				20,041,973						19,960,668				35,804,038				28,294,291				21,054,351
Common stock equivalents		749,393				740,631				325,199				373,883				413,101				359,195				384,083				412,669				309,762				273,213				276,731						243,474				541,405				371,779				251,686
Fully diluted weighted average shares of common stock outstanding		44,870,939				42,889,713				28,664,279				28,819,200				28,802,165				28,702,891				28,667,926				28,570,144				24,364,160				20,398,796				20,318,704						20,204,142				36,345,443				28,666,070				21,306,037
Net Income Before Merger Expense - Diluted Earnings Per Share Contribution
Core company (excluding mortgage group and gain (loss) on sale of securities)		$		0.32		$		0.33		$		0.31		$		0.28		$		0.30		$		0.26		$		0.22		$		0.25		$		0.24		$		0.25		$		0.24		$		0.20		$		1.26		$		1.06		$		0.93
Mortgage group		$		-		$		0.01		$		0.02		$		0.01		$		(0.01)		$		0.05		$		0.03		$		0.05		$		0.06		$		0.02		$		0.05		$		0.04		$		0.04		$		0.11		$		0.17
Gain (loss) on sale of securities		$		-		$		0.00		$		0.00		$		-		$		0.00		$		0.00		$		0.05		$		0.00		$		0.00		$		0.01		$		(0.03)		$		0.00		$		0.00		$		0.05		$		(0.01)
Gain on sale of discontinued operation		$		0.08		$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		0.09		$		-		$		-
Income from discontinued operation		$		0.00		$		0.00		$		0.00		$		0.01		$		0.01		$		0.01		$		0.01		$		0.01		$		0.01		$		0.01		$		0.00		$		0.00		$		0.01		$		0.02		$		0.02
Net income before merger expense per diluted share		$		0.40		$		0.34		$		0.33		$		0.30		$		0.30		$		0.32		$		0.31		$		0.31		$		0.31		$		0.29		$		0.26		$		0.24		$		1.40		$		1.24		$		1.11
Balance Sheet Data (at period end)
Investment securities		$ 691,387				$ 752,417				$ 574,009				$ 518,496				$ 517,781				$ 422,973				$ 370,878				$ 374,000				$ 349,615				$ 272,007				$ 197,320				$ 191,189				$		691,387		$		517,781		$		349,615
Loans & leases, gross (excl held-for-sale)		3,470,961				3,323,137				2,152,417				2,073,875				2,003,587				1,935,482				1,877,238				1,823,311				1,778,315				1,076,521				1,051,008				1,041,553						3,470,961				2,003,587				1,778,315
Less: Allowance for credit losses		44,229				43,374				27,319				26,287				25,352				25,312				25,316				24,538				24,731				15,038				14,698				14,271						44,229				25,352				24,731
Loans & leases, net (excl held-for-sale)		3,426,732				3,279,763				2,125,098				2,047,588				1,978,235				1,910,170				1,851,922				1,798,773				1,753,584				1,061,483				1,036,310				1,027,282						3,426,732				1,978,235				1,753,584
Intangible assets		408,460				409,516				159,575				159,661				159,585				160,012				160,547				161,181				160,967				26,105				26,117				26,169						408,460				159,585				160,967
Total assets		4,879,968				4,944,340				3,153,291				2,997,782				2,963,815				2,811,195				2,747,057				2,645,915				2,555,964				1,586,955				1,489,711				1,437,172						4,879,968				2,963,815				2,555,964
Total deposits		3,799,107				3,919,271				2,479,115				2,428,926				2,378,192				2,263,211				2,282,909				2,178,769				2,103,790				1,347,494				1,278,086				1,207,513						3,799,107				2,378,192				2,103,790
Total shareholders' equity		687,613				671,977				322,039				330,237				318,969				311,987				305,104				298,469				288,159				151,214				145,377				137,913						687,613				318,969				288,159
Balance Sheet Data (averages)
Loans & leases, gross (excl held-for-sale)		$ 3,388,503				$ 3,158,363				$ 2,125,031				$ 2,033,357				$ 1,945,568				$ 1,900,862				$ 1,827,360				$ 1,796,875				$ 1,410,341				$ 1,063,939				$ 1,041,251				$ 1,020,288				$		2,679,576		$		1,868,165		$		1,134,832
Loans held for sale		22,831				29,915				29,245				25,100				39,868				72,831				40,678				34,298				38,708				21,727				16,816				12,841						26,770				47,005				22,592
Earning assets		4,205,698				4,015,604				2,751,467				2,581,349				2,499,933				2,412,628				2,296,639				2,223,745				1,827,954				1,406,355				1,286,450				1,269,304						3,392,475				2,359,142				1,449,250
Total assets		4,918,386				4,693,725				3,106,392				2,941,964				2,863,045				2,759,590				2,636,203				2,579,051				2,071,194				1,539,335				1,431,889				1,410,246						3,919,985				2,710,388				1,614,775
Non interest bearing demand deposits		935,648				875,741				607,543				571,131				585,655				583,422				531,779				473,501				400,737				302,983				275,125				257,663						748,380				544,006				309,502
Interest bearing deposits		2,920,903				2,761,381				1,861,619				1,813,598				1,737,365				1,658,570				1,644,151				1,631,155				1,317,153				1,022,508				943,012				933,151						2,342,117				1,688,076				1,054,922
Interest bearing liabilities		3,255,602				3,143,938				2,145,309				2,021,049				1,937,556				1,843,889				1,772,521				1,760,894				1,433,604				1,074,087				991,649				995,415						2,644,525				1,829,240				1,124,753
Total shareholders' equity		679,387				628,667				327,064				324,191				314,184				305,751				301,314				292,767				215,557				149,350				143,008				138,473						490,724				303,569				161,774

---

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)

		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		Years Ended December 31,
		2004		2004		2004		2004		2003		2003		2003		2003		2002		2002		2002		2002		2004		2003		2002
Other Financial Data
Total loan charge-offs		$ 3,443		$ 2,124		$ 415		$ 447		$ 1,591		$ 2,045		$ 466		$ 1,975		$ 1,760		$ 669		$ 234		$ 129		$ 6,429		$ 6,077		$ 2,792
Total loan recoveries		631		659		347		307		556		991		294		307		212		109		61		176		1,944		2,148		558
Net loan charge-offs (recoveries)		2,812		1,465		68		140		1,035		1,054		172		1,668		1,548		560		173		(47)		4,485		3,929		2,234
Loans 90 days past due and still accruing		737		497		704		1,246		927		533		1,112		963		3,243		520		2,559		2,166		737		927		3,243
Non-accrual loans		21,836		27,299		11,648		10,554		10,498		12,861		20,767		16,853		15,152		4,803		4,140		2,527		21,836		10,498		15,152
Total nonperforming loans		22,573		27,796		12,352		11,800		11,425		13,394		21,879		17,816		18,395		5,323		6,699		4,693		22,573		11,425		18,395
Other real estate owned		979		641		724		1,711		2,529		2,452		2,504		3,430		2,209		756		1,384		1,430		979		2,529		2,209
Nonperforming assets		23,552		28,437		13,076		13,511		13,954		15,846		24,383		21,246		20,604		6,079		8,083		6,123		23,552		13,954		20,604
Selected Ratios
Net Income Before Merger Expenses :
Return on average total assets (annualized)		1.45%		1.25%		1.23%		1.17%		1.19%		1.33%		1.34%		1.38%		1.43%		1.55%		1.48%		1.42%		1.29%		1.31%		1.47%
Return on average tangible assets (annualized)		1.58%		1.36%		1.29%		1.23%		1.28%		1.43%		1.43%		1.46%		1.52%		1.60%		1.51%		1.43%		1.39%		1.39%		1.51%
Return on average total shareholders' equity (annualized)		10.52%		9.35%		11.65%		10.58%		10.85%		12.02%		11.72%		12.17%		13.74%		15.97%		14.82%		14.45%		10.34%		11.68%		14.64%
Return on average tangible shareholders' equity (annualized)		26.46%		24.11%		22.76%		20.84%		22.10%		25.31%		25.19%		27.04%		23.76%		19.35%		17.98%		17.62%		23.97%		24.80%		19.76%
Efficiency ratio (3) - Umpqua Bank only		48.40%		55.43%		55.11%		58.16%		56.89%		55.94%		57.51%		54.98%		52.88%		55.08%		57.22%		58.35%		53.51%		56.32%		55.58%
Efficiency ratio (3)		52.55%		59.74%		60.09%		62.14%		62.10%		59.98%		61.55%		59.16%		58.23%		59.58%		61.83%		61.64%		57.88%		60.70%		60.15%
Non interest revenue to Total revenue (TE)		26.68%		19.63%		23.12%		22.16%		20.42%		24.49%		30.00%		26.69%		28.01%		26.42%		24.92%		26.78%		23.11%		25.43%		26.65%
Effective tax rate		36.63%		33.07%		36.57%		35.26%		33.93%		34.97%		35.32%		35.91%		37.08%		33.20%		35.84%		37.77%		35.39%		35.05%		36.01%
Net Income After Merger Expenses:
Return on average total assets (annualized)		1.32%		1.13%		1.18%		1.15%		1.19%		1.30%		1.24%		1.32%		1.29%		1.55%		1.48%		1.14%		1.20%		1.26%		1.36%
Return on average tangible assets (annualized)		1.44%		1.23%		1.25%		1.21%		1.28%		1.40%		1.32%		1.39%		1.36%		1.60%		1.51%		1.15%		1.30%		1.34%		1.40%
Return on average total shareholders' equity (annualized)		9.53%		8.46%		11.23%		10.42%		10.85%		11.70%		10.83%		11.61%		12.36%		15.97%		14.82%		11.60%		9.61%		11.24%		13.58%
Return on average tangible shareholders' equity (annualized)		23.96%		21.81%		21.93%		20.52%		22.10%		24.63%		23.27%		25.78%		21.38%		19.35%		17.98%		14.14%		22.27%		23.87%		18.33%
Average yield on earning assets (2) (annualized)		6.02%		5.91%		5.68%		5.78%		5.85%		5.95%		6.05%		6.51%		6.61%		6.89%		7.33%		7.48%		5.87%		6.08%		7.02%
Interest expense to interest bearing liabilities(2)(annualized)		1.66%		1.50%		1.42%		1.47%		1.39%		1.47%		1.69%		1.78%		1.92%		2.12%		2.19%		2.32%		1.53%		1.58%		2.12%
Net interest spread (2)		4.36%		4.41%		4.26%		4.31%		4.45%		4.48%		4.36%		4.73%		4.69%		4.77%		5.14%		5.16%		4.34%		4.50%		4.91%
Interest expense to earning assets (annualized)		1.28%		1.17%		1.10%		1.15%		1.08%		1.12%		1.31%		1.41%		1.51%		1.62%		1.69%		1.82%		1.19%		1.22%		1.64%
Net interest margin (2) (annualized)		4.74%		4.73%		4.57%		4.63%		4.77%		4.82%		4.74%		5.10%		5.10%		5.27%		5.63%		5.66%		4.68%		4.85%		5.38%
Net interest margin (2) (annualized) - Umpqua Bank only		4.96%		4.93%		4.74%		4.80%		4.91%		4.98%		4.90%		5.27%		5.28%		5.27%		5.63%		5.66%		4.88%		5.01%		5.44%
Asset Quality Ratios
Allowance for credit losses to ending total loans and leases		1.31%		1.34%		1.27%		1.27%		1.27%		1.31%		1.35%		1.35%		1.39%		1.40%		1.40%		1.37%		1.31%		1.27%		1.39%
Nonperforming loans to ending total loans and leases		0.65%		0.84%		0.57%		0.57%		0.57%		0.69%		1.17%		0.98%		1.03%		0.49%		0.64%		0.45%		0.65%		0.57%		1.03%
Nonperforming assets to ending total assets		0.48%		0.58%		0.41%		0.45%		0.47%		0.56%		0.89%		0.80%		0.81%		0.38%		0.54%		0.43%		0.48%		0.47%		0.81%
Net loan charge-offs (recoveries) to avg loans and leases (annualized)		0.33%		0.18%		0.01%		0.03%		0.21%		0.22%		0.04%		0.38%		0.44%		0.21%		0.07%		-0.02%		0.17%		0.21%		0.20%
Capital Ratio
Average shareholders' equity to average assets		13.81%		13.39%		10.53%		11.02%		10.97%		11.08%		11.43%		11.35%		10.41%		9.70%		9.99%		9.82%		12.52%		11.20%		10.02%
Year to Date Growth
Loans & leases, gross (excl held-for-sale)		73.24%		65.86%		7.43%		3.51%		12.67%		8.84%		5.56%		2.53%		75.01%		5.94%		3.43%		2.50%		73.24%		12.67%		75.01%
Deposits		59.75%		64.80%		4.24%		2.13%		13.04%		7.58%		8.51%		3.56%		74.60%		11.84%		6.07%		0.22%		59.75%		13.04%		74.60%
Total assets		64.65%		66.82%		6.39%		1.15%		15.96%		9.99%		7.48%		3.52%		78.90%		11.08%		4.27%		0.59%		64.65%		15.96%		78.90%
Mortgage Banking Revenue
Gain (loss) on origination and sale		1,447		2,065		1,903		1,273		1,208		2,424		4,867		4,985		4,904		2,377		1,892		1,662		6,688		13,484		10,834
Servicing income before accelerated amortization		693		703		314		307		299		318		323		253		227		207		193		177		2,017		1,193		804
Accelerated servicing right amortization		(443)		(507)		(684)		(531)		(527)		(1,222)		(1,056)		(709)		(670)		(343)		(169)		(160)		(2,165)		(3,514)		(1,342)
Sub total before mortgage servicing right (MSR) valuation change		1,697		2,261		1,533		1,049		980		1,520		4,134		4,529		4,461		2,241		1,916		1,679		6,540		11,163		10,296
MSR valuation change		(32)		(319)		866		600		220		1,640		(1,700)		(250)		(471)		(1,050)		300		-		1,115		(90)		(1,221)
Total Mortgage Banking Revenue		1,665		1,942		2,399		1,649		1,200		3,160		2,434		4,279		3,990		1,191		2,216		1,679		7,655		11,073		9,075
Mortgage Servicing Right Asset
Gross Mortgage Servicing Right Asset		11,946		11,900		11,832		12,266		12,515		12,859		13,041		12,646		11,533		8,789		7,764		6,987		11,946		12,515		11,533
less: valuation reserve		(792)		(760)		(441)		(1,307)		(1,907)		(2,127)		(3,767)		(2,467)		(2,217)		(1,746)		(696)		(996)		(792)		(1,907)		(2,217)
Net Mortgage Servicing Right Asset		11,154		11,140		11,391		10,959		10,608		10,732		9,274		10,179		9,316		7,043		7,068		5,991		11,154		10,608		9,316
Net Mortgage Servicing Right Asset as % of serviced loan portfolio		1.05%		1.02%		1.02%		0.95%		0.91%		0.91%		0.77%		0.90%		0.91%		0.87%		0.98%		0.94%		1.05%		0.91%		0.91%

(1) Per share data has been adjusted for subsequent stock dividends and stock splits.

(2) Tax exempt interest income has been adjusted to a tax equivalent basis at a 35% effective tax rate.

(3) Efficiency ratio is noninterest expense divided by the sum of net interest income (tax equivalent basis) plus noninterest income.

(4) The gain on sale of, and income from, the merchant bankcard operation, which is disclosed as a discontinued operation on the Company's financial statements, is included in other non-interest income above.

---