EXHIBIT 32

                                  CERTIFICATION
                                       OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

               UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is given by the undersigned Chief Executive Officer and Chief
Financial Officer of Umpqua Holdings Corporation (the "registrant") pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. Each of the undersigned hereby
certifies, with respect to the registrant's quarterly report on Form 10-Q for
the period ended September 30, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), that:

      (1) The Report fully complies with the requirements of section 13(a) or
      15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all
      material respects, the financial condition and result of operations of the
      registrant

/s/ Raymond P. Davis
-----------------------------
Raymond P. Davis
President and Chief Executive Officer
Umpqua Holdings Corporation

/s/ Daniel A. Sullivan
-----------------------------
Daniel A. Sullivan
Executive Vice President and
Chief Financial Officer
Umpqua Holdings Corporation

November 9, 2004