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) ONE SW COLUMBIA STREET, SUITE 1200 3. Date of Earliest Transaction (Month/Day/Year) 04/17/2007 (Street) PORTLAND, OR 97258 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 Common Stock 04/17/2007   A   38,284 (1) A $ 0 38,284 D   Common Stock 04/17/2007   J   946 A (2) 4,128 I by SRP Plan Common Stock               5,388 I by 401(k) Common Stock               142,937 I by Spouse

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

Non-Qualified Stock Option (right to buy)

$ 12

03/31/1999(3)

04/01/2009

Common Stock

50,000

50,000

D

Non-Qualified Stock Option (right to buy)

$ 13.34

01/01/2003(3)

01/02/2012

Common Stock

50,000

50,000

D

Non-Qualified Stock Option (right to buy)

$ 18.58

06/30/2010(4)

06/30/2013

Common Stock

75,000

75,000

D

Non-Qualified Stock Option (right to buy)

$ 19.31

04/27/2004(5)

04/27/2013

Common Stock

75,000

75,000

D

Non-Qualified Stock Option (right to buy)

$ 24.71

01/03/2006(6)

01/03/2015

Common Stock

75,000

75,000

D

Non-Qualified Stock Option (right to buy)

$ 26.12

12/31/2007(7)

03/05/2017

Common Stock

50,000

50,000

D

Non-Qualified Stock Option (right to buy)

$ 28.425

01/18/2007(8)

01/17/2016

Common Stock

25,000

25,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAVIS RAYMOND P ONE SW COLUMBIA STREET, SUITE 1200 PORTLAND, OR 97258	X		President & CEO

Signatures

By: Steven L. Philpott, Attorney in Fact For: Raymond P. Davis		04/19/2007
**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)	Deferred restricted stock grant pursuant to 2003 Stock Incentive Plan which was effective upon shareholder approval of a Plan amendment. The shares vest on a schedule ranging from 35% to 100% depending on when, how and why the Reporting Person's employment terminates.
(2)	Holdings reported include shares acquired in the Supplemental Retirement Plan through dividend reinvestment, payroll deferrals and/or employer contributions.
(3)	All options are fully vested.
(4)	Option granted 7/1/03. Seven years after grant date, the option vests 100%.
(5)	Option granted 4/28/03. Beginning on the day before 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)	Option granted 1/3/05. 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.
(7)	Option granted 3/5/2007. Shares vest as follows: 60% on 12/31/2007, 20% on 12/31/2008 and 20% on 12/31/2009.
(8)	Option granted 1/18/06. 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.

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