EXHIBIT 32

                                CERTIFICATION OF

    CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING
           OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is given by the undersigned Chief Executive Officer, Chief
Financial Officer and Principal Accounting 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 June 30, 2005 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

/s/ Ronald L. Farnsworth, Jr.
-----------------------------
Ronald L. Farnsworth, Jr.
Senior Vice President/Finance and
Principal Accounting Officer

August 9, 2005