8-K

                                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): August 14, 2000


                         Umpqua Holdings Corporation
                         ---------------------------
            (Exact Name of Registrant as specified in its charter)


Oregon                              000-25597                93 - 1261319
- ---------------                     ---------                ------------
(State or other                     (Commission              (IRS Employer
jurisdiction                        File Number)             Identification No.
of incorporation)

445 S.E. Main Street, Roseburg, Oregon                                   97470
- --------------------------------------                                --------
Address of Principal Executive Office                                 Zip Code

Registrant's telephone number including area code  541-440-3961
                                                   ------------



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


                                       1



Item 5.  Other Information

      On August 14, 2000, the registrant issued a press release announcing
that it had entered into a "merger of equals" with VRB Bancorp pursuant to an
Agreement and Plan of Reorganization by and among Umpqua Holdings
Corporation, its wholly owned banking subsidiary South Umpqua Bank, VRB
Bancorp and its wholly owned banking subsidiary, Valley of the Rogue Bank.  A
copy of the press release is attached as an exhibit to this report on Form
8-K.

Item 7.  Financial Statements and Exhibits

      (a)   Financial statements of business acquired.

            Not applicable.


      (b)   Exhibits.

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

      Exhibit

      99    Press Release



                                       2


                                  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.

                                    UMPQUA HOLDINGS CORPORATION
                                          (Registrant)



Date:  August 15, 2000              By:    /s/  Daniel A. Sullivan
                                          ------------------------------------
                                          Daniel A. Sullivan
                                          Senior Vice President and Chief
                                          Financial Officer


                                       3

EX-99

                                  EXHIBIT 99



                      [GRAPHIC OMITTED][GRAPHIC OMITTED]


    UMPQUA HOLDINGS CORPORATION AND VRB BANCORP ANNOUNCE MERGER OF EQUALS:
I.         Deal creates one-of-a kind financial service company in Oregon



ROSEBURG, OR --- Aug. 15, 2000--Umpqua Holdings Corporation (NASDAQ: UMPQ)
and VRB Bancorp (NASDAQ:VRBA), today announced the signing of a definitive
agreement under which those companies and their subsidiary banks, South
Umpqua Bank and Valley of the Rogue Bank, will come together in a merger of
equals. The name of the combined banks will be Umpqua Bank, a subsidiary of
Umpqua Holdings Corporation.

Raymond P. Davis will serve as President and Chief Executive Officer of
Umpqua Holdings Corporation. William A. Haden, President and Chief Executive
Officer of VRB Bancorp and Valley of the Rogue Bank, will assume the position
of President and CEO of Umpqua Bank, headquartered in Roseburg, OR. The
holding company board of directors will be comprised of six directors from
Umpqua Holdings and five directors from VRB Bancorp.

The exchange ratio is expected to be 0.8135 Umpqua Holdings shares for each
VRB Bancorp share, subject to certain adjustments.  This ratio is based on an
adjusted book-to-book valuation that is expected to be accretive to both
groups of shareholders in 2001. Umpqua Holdings will record the transaction
using the pooling-of-interest method of accounting. The merger, expected to
close in the fourth quarter 2000, is subject to customary regulatory
approvals and the shareholder approval of both companies.

The combined bank will have assets of approximately $750 million and operate
27 store locations located along Oregon's I-5 corridor from Ashland to
Portland. The merger agreement provides that approximately 6,753,000 new
shares of Umpqua Holdings
                                    -more-

                                       4


Page 2
South Umpqua and Valley of the Rogue Bank merge


Corporation common stock will be issued to VRB Bancorp shareholders, bringing
Umpqua's total shares outstanding to approximately 14,378,000.

The pro forma market capitalization of the combined company is expected to be
approximately $115 million, or third among all Oregon-based banks.

"This is an important milestone, not only for our two companies, but for the
banking industry in Oregon and the Northwest," said Ray Davis, President and
Chief Executive Officer of Umpqua Holdings Corporation. "The combination of
Umpqua and VRB proves what is possible when organizations truly have the best
interests of their shareholders and customers as their top priorities. Valley
of the Rogue Bank has historically been one of the top financial performers
in Oregon, and combined with its strong management team, the organization
fits perfectly with South Umpqua's innovative banking strategy," Davis added.
"Our collective commitment to serve our local communities will be
strengthened by coming together and forming one very strong financial
institution that serves the state of Oregon."

The combined Umpqua Bank will have locations in Portland, Salem, and Eugene,
and will continue to have the largest share of the community bank markets in
Douglas, Jackson and Josephine counties.

"What makes this merger of equals so unique is how well each company
complements the other," said Bill Haden, President and Chief Executive
Officer of VRB Bancorp.
"Both companies are extremely strong organizations in adjacent markets, and
share a firm commitment to providing quality service to our customers. Once
the transaction is approved, I believe we will be better positioned for
additional growth than any other financial institution in the Northwest. Our
partnership will not only carry on past successes, but will forge new and
exciting ground as we expand our product line and services throughout the
state."
                                    -more-

                                       5


Page 3
South Umpqua and Valley of the Rogue Bank merge


Umpqua Holdings expects cost saving opportunities totaling approximately $1.5
million and expects the merger to be 5% accretive to earnings-per-share in
2001. One-time merger-related charges of approximately $2.0 million are
anticipated during 2000.

Umpqua Holdings Corporation is a financial service company which operates two
subsidiaries: South Umpqua Bank, with $411 million in assets and store
locations in Multnomah, Douglas, Lane and Marion counties; and Strand,
Atkinson, Williams & York, the second largest Oregon-based full service
investment firm with offices in Portland, Salem, Eugene, Roseburg and
Medford. Umpqua Holdings' common stock trades on the NASDAQ National Market
under the symbol UMPQ. Press releases along with additional information about
the company may be found on Umpqua Holdings' web site at
www.umpquaholdingscorp.com.

VRB Bancorp is the parent company of Valley of the Rogue Bank with assets of
$330 million. Formed in 1968, VRB is the oldest independently owned community
bank in southern Oregon. VRB Bancorp's web site at www.vrb.com provides
additional information about the company.

In conjunction with this transaction, Umpqua Holdings Corporation and VRB
Bancorp announce the suspension of their share repurchase programs.

Editor note: To arrange for one-on-one interviews with Ray Davis and William
Haden, please call 503-548-3325.

Umpqua Holdings Corporation will conduct a conference call today at 1 p.m.
(PT) to discuss the merger of South Umpqua Bank and Valley of the Rogue Bank.
To participate, please call 1-888-209-3914, and ask for the Umpqua Holdings
conference call. A 48-hour rebroadcast of the call will be available
beginning at approximately 4 p.m. (PT). Access to the rebroadcast is
available via 1-800-633-8284, access code #16050307.
                                    -more-


                                       6


Page 4
South Umpqua and Valley of the Rogue Bank merge


This press release includes forward-looking statements.  These statements are
necessarily subject to risk and uncertainty.  Actual results could differ
materially from those projected in these forward-looking statements as a
result of certain risk factors set forth in Umpqua Holdings Corporation's
annual report on Form 10-K for the year ended December 31, 1999, and in VRB
Bancorp's annual report on Form 10-K and its quarterly report on Form 10-Q
for the periods ended December 31, 1999 and June 30, 2000, respectively.
These risk factors include, but are not limited to, the companies' ability to
continue generating loans, execute on its community-based retail banking
strategy, successfully integrate its combined operations, and realize
anticipated cost savings.