SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

            Registration Statement Under the Securities Act of 1933
      Filed with the Securities and Exchange Commission on April 28, 1999

                          UMPQUA HOLDINGS CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>

<S>                           <C> <C>                                    <C>       
Oregon                        000-25597                                  93-1261319
(State of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

</TABLE>
445 S.E. Main Street., Roseburg, Oregon, 97470
(541) 440-3963
(Address of principal executive office and registrant's telephone number)

                 UMPQUA HOLDINGS CORPORATION STOCK OPTION PLAN
                           (Full title of the plan)

            Raymond P. Davis, President and Chief Executive Officer
                 445 S.E. Main Street, Roseburg, Oregon 97470
                                (541) 440-3963
           (Name, address and telephone number of agent for service)

                                  Copies to:
                            Andrew H. Ognall, Esq.
                         Foster Pepper & Shefelman LLP
              101 S.W. Main St., 15th Fl., Portland, Oregon 97204
<TABLE>
                               CALCULATION OF REGISTRATION FEE
 ------------------ -------------- -------------------- ------------------- --------------------
 Title of           Number of      Proposed Maximum     Proposed Maximum    Amount of
 Securities Being   Shares Being   Offering Price Per   Aggregate           Registration Fee
 Registered         Registered     Share                Offering Price
                    (1)
 ------------------ -------------- -------------------- ------------------- --------------------
 ------------------ -------------- -------------------- ------------------- --------------------
<S>                 <C>            <C>                  <C>                 <C>    
 Common Stock       130,000        $12.00               $1,560,000.00       $433.68
 Common Stock       256,425        $2.6956              $691,219.23         $192.16
 Common Stock       20,000         $5.25                $105,000.00         $29.19
 Common Stock       20,000         $5.875               $117,500.00         $32.67
 Common Stock       20,000         $8.625               $172,500.00         $47.96
 Common Stock       8,800          $10.25 (2)           $90,200.00          $25.08
 Common Stock       13,800         $3.804               $52,495.20          $14.59
 Common Stock       652,375        $10.25 (2)           $6,686,843.75       $1,858.94
 ------------------ -------------- -------------------- ------------------- --------------------
</TABLE>

(1) The shares of common stock  represent the number of shares with respect to
which  options have been granted or may be granted  under the Umpqua  Holdings
Corporation  Stock  Option  Plan.  In  addition,  pursuant  to Rule 416,  this
Registration  Statement  also  covers an  indeterminate  number of  additional
shares which may be issuable as a result of the  anti-dilution  provisions  of
the Umpqua Holdings Corporation Stock Option Plan.

(2) The maximum  offering price for the shares cannot  presently be determined
as the offering price is established at the time options are granted. Pursuant
to Rule 457(h),  the offering price is estimated  based on the last sale price
reported for the common stock on NASDAQ on April 26, 1999.

                                      
<PAGE>
                                EXPLANATORY NOTE

      This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which may be used for
reofferings and resales of securities registered under this Registration
Statement.  The securities have been or may be issued upon the exercise of
stock options granted under our Stock Option Plan.

      As of the close of business on March 12, 1999, South Umpqua Bank
completed a reorganization pursuant to a Plan of Exchange, dated November 9,
1998, to become a subsidiary of Umpqua Holdings Corporation (the registrant
and then a newly formed bank holding company).  Prior to the consummation of
the reorganization, South Umpqua Bank common stock was registered under
section 12(g) of the Securities Exchange Act of 1934.  Pursuant to Section 13
of the Exchange Act, South Umpqua Bank filed reports and proxy statements
with the FDIC.

      The Plan of Exchange provided that each outstanding share of South
Umpqua Bank common stock would be acquired by Umpqua Holdings Corporation in
exchange for one newly issued share of Umpqua Holdings Corporation's common
stock.  As a result, Umpqua Holdings Corporation became the sole shareholder
of South Umpqua Bank and the shareholders of South Umpqua Bank became
shareholders of Umpqua Holdings Corporation.

      Pursuant to SEC Rule 12g-3(a), Umpqua Holdings Corporation is the
successor issuer and the common stock of Umpqua Holdings Corporation is deemed
to be registered pursuant to section 12(g) of the Exchange Act. Umpqua
Holdings Corporation has assumed South Umpqua Bank's reporting obligations and
files reports and proxy information with the SEC.

      The Plan of Exchange also provided that South Umpqua Bank's 1995 Stock
Option Plan became the Umpqua Holdings Corporation Stock Option Plan and each
outstanding option, warrant or other right to acquire common stock of South
Umpqua bank was converted into an option, warrant or other rights, as the case
may be, to acquire Umpqua Holdings Corporation common stock.

                                     
<PAGE>

         PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROPSPECTUS

      In accordance with the instructions to Part I of Form S-8, the
information required to be set forth in Part I of Form S-8 has been omitted
from this Registration Statement.


          PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The   following   documents  are   incorporated   by  reference  in  this
registration statement:

      (a)  The latest  annual  report of South  Umpqua Bank for the fiscal year
           ended December 31, 1998, filed with the FDIC on Form 10-K.

      (b)  All  other  reports  of  South  Umpqua  Bank  and  Umpqua   Holdings
           Corporation  filed  pursuant  to  Section  13(a)  or  15(d)  of  the
           Securities  Exchange  Act of 1934,  as amended,  since  December 31,
           1998.

      (c)  The  description of the common stock for South Umpqua Bank contained
           in the  registration  statement  filed  with the FDIC on Form 10 and
           declared  effective  on April 1, 1998,  by the FDIC as  updated  for
           Umpqua  Holdings  Corporation  by the  Description  of Securities in
           Item 4 of this registration statement.

      All documents  subsequently filed by Umpqua Holdings Corporation pursuant
to sections 13(a),  13(c), 14, and 15(d) of the Securities  Exchange Act, prior
to  the  filing  of  a  post-effective   amendment  which  indicates  that  all
securities  offered hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference herein
and to be a part of this  registration  statement  from the date of  filing  of
such documents.

Item 4.    Description of Securities.

      Pursuant to SEC Rule 12g-3,  upon  completion  of the  reorganization  of
South Umpqua Bank as a subsidiary of Umpqua  Holdings  Corporation,  the common
stock of Umpqua Holdings  Corporation is deemed to be registered  under Section
12 of the  Exchange Act as the  successor  to South Umpqua Bank. A  description
of the  Umpqua  Holdings  Corporation  common  stock  has not  been  previously
filed.  This  Item  sets  forth  the  information   required  by  Item  202  of
Regulation S-K.

      The authorized capital stock of Umpqua Holdings  Corporation  consists of
20,000,000  shares of common stock and  2,000,000  shares of  preferred  stock.
No shares  of  preferred  stock are  issued  and  outstanding.  As of April 19,
1999,   7,660,352   shares  of  common  stock,   held  by   approximately   600
shareholders of record, were issued and outstanding.

      Each  outstanding  share of common stock has the same relative rights and
preferences  as each other  share,  including  voting  rights and the rights to
net assets of Umpqua Holdings  Corporation upon  liquidation.  Each outstanding
share  of  common  stock  is  entitled  to one vote on  matters  considered  by
shareholders.  Holders  of  common  stock  may  not  accumulate  votes  in  the
election of directors and are not entitled to preemptive rights.
<PAGE>

      The terms of the preferred stock are not definitively  established in the
Articles  of  Incorporation.   The  Board  of  Directors  or  shareholders  may
designate  a series of  preferred  stock.  All shares of a series of  preferred
stock will have  preferences,  limitations  and  relative  rights  identical to
those of all the other shares of that series.

      The Board of Directors is authorized to issue or sell additional  capital
stock,  at its  discretion  and for fair  value,  and to issue  future  cash or
stock dividends without shareholder approval.

Item 5.    Interests of Named Experts and Counsel.

      Foster  Pepper &  Shefelman  LLP,  special  counsel  to  Umpqua  Holdings
Corporation,   is  passing   upon  the  validity  of  the  common  stock  being
registered.  A partner  of Foster  Pepper &  Shefelman  LLP owns  25,036 shares
of common stock.

Item 6.    Indemnification of Directors and Officers.

      Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
Sections  60.387 to  60.414),  applicable  to Umpqua  Holdings  Corporation,  a
person who is made a party to a  proceeding  because  such  person is or was an
officer or director of a  corporation  may be  indemnified  by the  corporation
against  liability  incurred by such person in connection  with the  proceeding
if (i)  the  person's  conduct  was in good  faith  and in a  manner  he or she
reasonably  believed  was in the  corporation's  best  interest or at least not
opposed  to its  best  interests  and  (ii) if the  proceeding  was a  criminal
proceeding,  the person had no  reasonable  cause to believe his or her conduct
was  unlawful.  Indemnification  is not  permitted  if the person was  adjudged
liable  to  the  corporation  in a  proceeding  by  or  in  the  right  of  the
corporation,  or if the person was adjudged  liable on the basis that he or she
improperly   received  a  personal   benefit.   Unless  the   articles  of  the
corporation  provide  otherwise,  such  indemnification  is  mandatory  if  the
person is wholly  successful  on the  merits or  otherwise,  or if ordered by a
court of competent jurisdiction.

      The  Oregon  Business  Corporation  Act also  provides  that a  company's
articles of  incorporation  may limit or eliminate the personal  liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided  that no such  provision  shall  eliminate the
liability  of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing  violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which  the
director derived an improper personal benefit.

      Our  Articles  of  Incorporation  provide  that  we  will  indemnify  our
directors  and officers,  to the fullest  extent  permissible  under the Oregon
Business  Corporation  Act against all expense  liability  and loss  (including
attorney  fees)  incurred  or  suffered  by reason of service as a director  or
officer or is or was serving at our request as a  director,  officer,  partner,
trustee,  employee  or  agent  of  another  corporation,   partnership,   joint
venture, trust, employee benefit plan or other enterprise.

      The effect of these  provisions  is to limit the  liability  of directors
for monetary  damages,  and to  indemnify  our  directors  and officers for all
costs and  expenses  for  liability  incurred  by them in  connection  with any
action,  suit or  proceeding  in which  they may become  involved  by reason of
their  affiliation  with us, to the  fullest  extent  permitted  by law.  These
provisions  do not  limit  our  rights  or any  shareholder's  rights  to  seek
non-monetary   relief,   and  do  not   affect  a   director's   or   officer's
responsibilities  under any other laws,  such as  securities  or  environmental
laws.

<PAGE>

Item 7.    Exemption from Registration Claimed.

      The Prospectus  contained in this Registration  Statement  includes 8,800
shares issued by Umpqua Holdings  Corporation to an executive  officer upon the
exercise  of his  stock  options.  We issued  these  shares  in  reliance  upon
section 4(2) of the Securities Act of 1933.

Item 8.    Exhibits.

      The exhibits  required by Item 601 of Regulation S-K being filed herewith
are

      Exhibit 3.1--Articles of Incorporation of Umpqua Holdings Corporation
      Exhibit 3.2--Bylaws of Umpqua Holdings Corporation
      Exhibit 4--Specimen Stock Certificate
      Exhibit 5--Opinion of Foster Pepper & Shefelman LLP
      Exhibit 23.1--Consent of KPMG Peat Marwick LLP
      Exhibit 23.2--Consent  of Foster Pepper & Shefelman  (Included in Exhibit
              5.1)
      Exhibit 99--Umpqua Holdings Corporation Stock Option Plan

Item 9.    Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which  offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)   To include any prospectus  required by Section  10(a)(3) of the
                Securities Act of 1933.

          (ii)  To reflect in the  prospectus  any facts or events arising
                after the effective date of the registration  statement (or the
                most   recent   post-effective    amendment   thereof)   which,
                individually  or in  the  aggregate,  represent  a  fundamental
                change  in  the  information  set  forth  in  the  registration
                statement.  Notwithstanding  the  foregoing,  any  increase  or
                decrease in volume of  securities  offered (if the total dollar
                value of  securities  offered  would not exceed  that which was
                registered)  and any deviation  from the low or high end of the
                estimated  maximum  offering range may be reflected in the form
                of  prospectus  filed  with  the  Commission  pursuant  to Rule
                424(b) if, in the  aggregate,  the  changes in volume and price
                represent  no  more  than  20  percent  change  in the  maximum
                aggregate  offering  price  set  forth in the  "Calculation  of
                Registration   Fee"   table  in  the   effective   registration
                statement.

          (iii) To include any  material  information  with respect to the
                plan  of   distribution   not   previously   disclosed  in  the
                registration   statement  or  any   material   change  to  such
                information in the registration statement.

      Paragraphs (i) and (ii) will not apply if the information  required to be
included in a  post-effective  amendment  by those  paragraphs  is contained in
periodic  reports  filed by the  registrant  pursuant  to Section 13 or Section
15(d)  of the  Securities  Exchange  Act  of  1934  that  are  incorporated  by
reference in the registration statement.


<PAGE>

      (2)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such  post-effective  amendment shall be deemed to
be a new  registration  statement  relating to the securities  offered therein,
and the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

      (3) To remove from  registration by means of a  post-effective  amendment
any of the securities that remain unsold at the termination of the offering.

<PAGE>

                                      
                                  PROSPECTUS

                          UMPQUA HOLDINGS CORPORATION
                 445 S.E. Main Street, Roseburg, Oregon 97470
                                (541) 440-3963


                       1,121,400 Shares of Common Stock


      This Prospectus relates to the offer and sale by executive officers and
directors of Umpqua Holdings Corporation of up to 1,121,400 shares of Umpqua
Holdings Corporation common stock which have been or may be issued upon
exercise of options granted under the Umpqua Holdings Corporation Stock Option
Plan.

      Umpqua Holdings Corporation will not receive any of the proceeds from
the sale of the shares.  All of the shares may be offered for sale from time
to time in the market or in privately negotiated transactions.  The selling
shareholders will pay any brokerage fees or commissions relating the sale of
their shares.

      The common stock is quoted on the NASDAQ National Market System under
the symbol "UMPQ."

      The common stock offered by this Prospectus involves a high degree of
risk.  The Risk Factors section, which begins on page 2, should be considered
carefully.

      The date of this Prospectus is April 28, 1999.


                             _____________________


      Neither the Securities Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

                             _____________________

                                       1
<PAGE>

                                 RISK FACTORS

Our geographic concentration exposes us to risks of adverse changes in the
local economy.

      Umpqua Holdings Corporation conducts a large portion of its business in
the communities of Douglas County, Oregon.  The region depends primarily on
forest products, agriculture, manufacturing, tourism, and government
industries.  As a result of the geographic concentration of our business,
adverse economic developments in Douglas County which can have the effect of
decreasing income and economic activity, can negatively affect our business
and financial condition.

The loss of key personnel could hurt our operations.

      The success of Umpqua Holdings Corporation depends on our ability to
attract and retain high quality management.  In particular, Raymond P. Davis,
our President and Chief Executive Officer, has been important to our success
and pivotal to our continued growth.  The loss of Mr. Davis or other senior
executive officers could adversely impact our operations and future growth.
We have an employment contract with Mr. Davis through the Year 2000.  We do
not maintain key person life insurance policies for any of the executive
officers.

Regulatory burdens can limit our growth and profitability.

      Bank holding companies and their subsidiary banks are subject to
extensive regulation.  These regulations are generally intended to protect
our deposit customers without regard to our shareholders.  Regulatory
restrictions could limit our ability to compete and could adversely affect
our profitability.

      Moreover, Umpqua Holdings Corporation is dependent on its wholly owned
bank subsidiary, South Umpqua Bank, for revenues to pay operating expenses
and to pay dividends to shareholders.  South Umpqua Bank is subject to a
variety of state and federal banking regulations that could limit its ability
to pay dividends to Umpqua Holdings Corporation if these payments might
adversely affect South Umpqua Bank's financial condition.

Our charter provisions may discourage a take-over, preventing a potential
increase in share value.

      Our Articles of Incorporation provide that the board of directors, when
evaluating any offer of another party to make a tender or exchange offer or
for the acquisition, merger or other form of business combination with Umpqua
Holdings Corporation, may consider factors not necessarily in the interests
of shareholders.  These factors include the state and national economy, and
the social, legal, and economic effects on employees, customers and suppliers.

      Our Articles also provide for a staggered board of directors, meaning
approximately one-third of the director positions are filled each year.
Also, the Articles provide directors may only be removed from their positions
for cause.

      These provisions make it difficult for a dissident shareholder to remove
the entire board at one time and may discourage potential acquirors.  As a
result, you may not benefit from the increase in share value that a take-over
might cause.


                                       2
<PAGE>

                                USE OF PROCEEDS

      All of the shares are being offered for the account of selling
shareholders.  Umpqua Holdings Corporation will not receive any proceeds from
the sale of the shares being offered.  See "Selling Shareholders."


                           DESCRIPTION OF SECURITIES

      The authorized capital stock of Umpqua Holdings Corporation consists of
20,000,000 shares of common stock and 2,000,000 shares of preferred stock.
No shares of preferred stock are issued and outstanding.  As of April 19,
1999, 7,660,352 shares of common stock, held by approximately 600
shareholders of record, were issued and outstanding.

      Each outstanding share of common stock has the same relative rights and
preferences as each other share, including voting rights and the rights to
net assets of Umpqua Holdings Corporation upon liquidation.  Each outstanding
share of common stock is entitled to one vote on matters considered by
shareholders.  Holders of common stock may not accumulate votes in the
election of directors and are not entitled to preemptive rights.

      The terms of the preferred stock are not definitively established in the
Articles of Incorporation.  The Board of Directors or shareholders may
designate a series of preferred stock.  All shares of a series of preferred
stock will have preferences, limitations and relative rights identical to
those of all the other shares of that series.

      The Board of Directors is authorized to issue or sell additional capital
stock, at its discretion and for fair value, and to issue future cash or
stock dividends without shareholder approval.

      Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
Sections  60.387 to  60.414),  applicable  to Umpqua  Holdings  Corporation,  a
person who is made a party to a  proceeding  because  such  person is or was an
officer or director of a  corporation  may be  indemnified  by the  corporation
against  liability  incurred by such person in connection  with the  proceeding
if (i)  the  person's  conduct  was in good  faith  and in a  manner  he or she
reasonably  believed  was in the  corporation's  best  interest or at least not
opposed  to its  best  interests  and  (ii) if the  proceeding  was a  criminal
proceeding,  the person had no  reasonable  cause to believe his or her conduct
was  unlawful.  Indemnification  is not  permitted  if the person was  adjudged
liable  to  the  corporation  in a  proceeding  by  or  in  the  right  of  the
corporation,  or if the person was adjudged  liable on the basis that he or she
improperly   received  a  personal   benefit.   Unless  the   articles  of  the
corporation  provide  otherwise,  such  indemnification  is  mandatory  if  the
person is wholly  successful  on the  merits or  otherwise,  or if ordered by a
court of competent jurisdiction.

      The  Oregon  Business  Corporation  Act also  provides  that a  company's
articles of  incorporation  may limit or eliminate the personal  liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided  that no such  provision  shall  eliminate the
liability  of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing  violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which  the
director derived an improper personal benefit.



                                       3
<PAGE>

      Our  Articles  of  Incorporation  provide  that  we  will  indemnify  our
directors  and officers,  to the fullest  extent  permissible  under the Oregon
Business  Corporation  Act against all expense  liability  and loss  (including
attorney  fees)  incurred  or  suffered  by reason of service as a director  or
officer or is or was serving at our request as a  director,  officer,  partner,
trustee,  employee  or  agent  of  another  corporation,   partnership,   joint
venture, trust, employee benefit plan or other enterprise.

      The effect of these  provisions  is to limit the  liability  of directors
for monetary  damages,  and to  indemnify  our  directors  and officers for all
costs and  expenses  for  liability  incurred  by them in  connection  with any
action,  suit or  proceeding  in which  they may become  involved  by reason of
their  affiliation  with us, to the  fullest  extent  permitted  by law.  These
provisions  do not  limit  our  rights  or any  shareholder's  rights  to  seek
non-monetary   relief,   and  do  not   affect  a   director's   or   officer's
responsibilities  under any other laws,  such as  securities  or  environmental
laws.

      Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be  permitted  to  directors,  officers or persons  controlling
the registrant  pursuant to the foregoing  provisions,  the registrant has been
informed that in the opinion of the  Securities and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is
therefore unenforceable.


                             SELLING SHAREHOLDERS

      Since 1995, Umpqua Holdings Corporationand its affiliates granted to
certain employees options to purchase shares of common stock under our Stock
Option Plan approved by shareholders. Upon exercise of any stock options,
common stock was or will be issued: (i) to the exercising option holder in
reliance upon an exemption from registration provided by Section 4(2) of the
Securities Act of 1933 or (ii) to the exercising option holder under the
registration statement of which this Prospectus forms a part. In both cases,
the number of shares indicated in this Prospectus will be available for resale
by such exercising option holder as a selling shareholder pursuant to this
Prospectus.

      As of the date of this Prospectus, options to purchase 460,225 shares of
common stock and 8,800 shares of common stock, which were acquired upon the
exercise of options, are held by the selling shareholders.  The table on the
following page sets forth information with respect to the selling
shareholders as of April 19, 1999.


                                       4
<PAGE>

<TABLE>


                            Number of
                             Shares                         Number of      % of Class
                          Beneficially      Number of     Shares to be        to be
                         Owned Prior to      Shares       Beneficially    Beneficially
                               the            Being      Owned after the   Owned after
Name and Position         Offering (1)     Offered (2)    Offering (3)    the Offering

<S>                          <C>             <C>             <C>               <C>
Raymond P. Davis             310,282         315,225         310,282           4%
President and
Chief Executive Officer

Daniel A. Sullivan           11,200          40,000          11,200             *
Senior Vice President
and Chief Financial
Officer

Gerald L. Pierpoint          16,277          40,000          16,277             *
Senior Vice President/
Eugene Operations

Rodger P. Terrall            14,970          40,000          14,970             *
Senior Vice President
and Chief Lending
Officer

Steven A. May                 9,600          33,800           9,600             *
Senior Vice President/
Retail Banking

</TABLE>
-------------------------------------------------------------------------------

*     Less than 1%

(1)   Includes all shares of common stock owned by the selling shareholder and
shares of common stock which the selling shareholder has the right to
acquire, through the exercise of options including those granted under the
Plans, within 60 days after March 31, 1999.

(2) Includes shares of common stock acquired or to be acquired by the selling
shareholder upon exercise of options granted under our Stock Option Plan.

(3)   Assumes all shares being offered will be sold, and that no other shares
are acquired or transferred by the selling shareholder.


                                       5
<PAGE>
                            PLAN OF DISTRIBUTION

      Shares are being offered by selling shareholders for their own account.
Selling shareholders may sell all or a portion of their shares

      On the NASDAQ National Market System through broker-dealers selected by
             the selling shareholder at market prices; or

      Through private sales at negotiated prices.

      It is anticipated that sales will be made without payment of any
underwriting commissions or discounts, other than brokers' commissions or
fees customarily paid in such transactions.  Umpqua Holdings Corporation will
bear all expenses of the offering, except selling shareholders will pay
brokerage fees or commissions and transfer taxes.


                    INTERESTS OF NAMED EXPERTS AND COUNSEL

      Foster Pepper & Shefelman LLP, special counsel to Umpqua Holdings
Corporation, is passing upon the validity of the common stock being
registered.  As of April 19, 1999, a partner of Foster Pepper & Shefelman LLP
owns 25,036 shares of common stock.


                          INCORPORATION BY REFERENCE

      The following documents are incorporated by reference in this prospectus:

      (a)  The latest  annual  report of South  Umpqua Bank for the fiscal year
           ended December 31, 1998, filed with the FDIC on Form 10-K.

      (b)  All  other  reports  of  South  Umpqua  Bank  and  Umpqua   Holdings
           Corporation  filed  pursuant  to  Section  13(a)  or  15(d)  of  the
           Securities  Exchange  Act of 1934,  as amended,  since  December 31,
           1998.

      (c)  The description of the common stock for South Umpqua Bank contained
           in the registration statement filed with the FDIC on Form 10 and
           declared effective on April 1, 1998, by the FDIC as updated for
           Umpqua Holdings Corporation by the Description of Securities in
           Item 4 of the Registration Statement of which this Prospectus forms
           a part.

      All documents subsequently filed pursuant to sections 13, 14, and 15(d)
of the Securities Exchange Act of 1934 relating to the common stock, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, will be deemed to be incorporated by reference in this Prospectus and
to be a part of it from the date of filing of those documents.

      Copies of all documents which are incorporated by reference will be
provided without charge to anyone to whom this Prospectus is delivered upon a
written or oral request to Daniel A. Sullivan at Umpqua Holdings Corporation,
445 S.E. Main Street, Roseburg, Oregon 97470, telephone number (541) 440-3963.


                                       6
<PAGE>

                             AVAILABLE INFORMATION

      Umpqua Holdings Corporation files reports and other information with the
Securities and Exchange Commission.  Such filed reports, proxy statements and
other information can be read and copied by the public at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549.  The
public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site
that contains reports, proxy and information statements, and other
information regarding Umpqua Holdings Corporation--the address of that site is
http:\\www.sec.gov.

      Umpqua Holdings Corporation is the successor to South Umpqua Bank.
South Umpqua Bank filed reports and other information with the FDIC, 550 17th
Street, N.W., Washington, D.C.  South Umpqua Bank maintains an internet
site--the address is http:\\www.southumpqua.com.


                                       7
<PAGE>

                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized,  in the City of Roseburg,  State of Oregon,  on the
26th day of April, 1999.

                               UMPQUA HOLDINGS CORPORATION


                               By:  /s/ Raymond P. Davis      
                                    -------------------------------------------
                                    Raymond P. Davis, President and
                                      Chief Executive Officer

                               By:  /s/ Daniel A. Sullivan    
                                    -------------------------------------------
                                    Daniel A. Sullivan, Chief Financial Officer


      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  persons in the
capacities and on April 26, 1999.



By:   /s/ Raymond P. Davis            By:  /s/ Lynn K. Herbert          
      -----------------------------        ------------------------------
      Raymond P. Davis                     Lynn K. Herbert
      Director, President and              Director
        Chief Executive Officer

By:   /s/ Allyn C. Ford               By:  /s/ Harold L. Ball          
      ----------------------------         ------------------------------
      Allyn C. Ford                        Harold L. Ball
      Director                             Director


By:   /s/ Ronald O. Doan              By:          
      -----------------------------        ------------------------------
      Ronald O. Doan                       David B. Frohnmayer
      Director                             Director


By:   /s/ Neil D. Hummel              By:  /s/ Frances Jean Phelps
      -----------------------------        ------------------------------
      Neil D. Hummel                       Frances Jean Phelps
      Director                             Director


By:   /s/ Scott Chambers              By:  
      -----------------------------        ------------------------------
      Scott Chambers                       Richard L. Petterson
      Director                             Director



                                       8
<PAGE>

EXHIBIT INDEX

Exhibit 3.1    Articles of Incorporation
Exhibit 3.2    Bylaws
Exhibit 4      Specimen Stock Certificate
Exhibit 5      Opinion of Foster Pepper & Shefelman LLP
Exhibit 23.1   Consent of KPMG Peat Marwick LLP
Exhibit 23.2   Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5)
Exhibit 99     Umpqua Holdings Corporation Stock Option Plan


                                       9
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 UMPQUA HOLDINGS CORPORATION", "secsgml_size_bytes": 36462}]
{"company-data": {"conformed-name": "UMPQUA HOLDINGS CORP", "cik": "0001077771", "assigned-sic": "6770", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77259", "film-number": "99603512"}, "business-address": {"street1": "445 SE MAIN STREET", "street2": "P.O. BOX 1820", "city": "ROSEBURG", "state": "OR", "zip": "97470", "phone": "5414403963"}, "mail-address": {"street1": "UMPQUA HOLDINGS CORP", "street2": "445 SE MAIN ST P.O. BOX 1820", "city": "ROSEBURG", "state": "OR", "zip": "97470"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

            Registration Statement Under the Securities Act of 1933
      Filed with the Securities and Exchange Commission on April 28, 1999

                          UMPQUA HOLDINGS CORPORATION
            (Exact name of registrant as specified in its charter)
Oregon                        000-25597                                  93-1261319
(State of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
445 S.E. Main Street., Roseburg, Oregon, 97470
(541) 440-3963
(Address of principal executive office and registrant's telephone number)

                 UMPQUA HOLDINGS CORPORATION STOCK OPTION PLAN
                           (Full title of the plan)

            Raymond P. Davis, President and Chief Executive Officer
                 445 S.E. Main Street, Roseburg, Oregon 97470
                                (541) 440-3963
           (Name, address and telephone number of agent for service)

                                  Copies to:
                            Andrew H. Ognall, Esq.
                         Foster Pepper & Shefelman LLP
              101 S.W. Main St., 15th Fl., Portland, Oregon 97204

                               CALCULATION OF REGISTRATION FEE
 ------------------ -------------- -------------------- ------------------- --------------------
 Title of           Number of      Proposed Maximum     Proposed Maximum    Amount of
 Securities Being   Shares Being   Offering Price Per   Aggregate           Registration Fee
 Registered         Registered     Share                Offering Price
                    (1)
 ------------------ -------------- -------------------- ------------------- --------------------
 ------------------ -------------- -------------------- ------------------- --------------------
Common Stock       130,000        $12.00               $1,560,000.00       $433.68
 Common Stock       256,425        $2.6956              $691,219.23         $192.16
 Common Stock       20,000         $5.25                $105,000.00         $29.19
 Common Stock       20,000         $5.875               $117,500.00         $32.67
 Common Stock       20,000         $8.625               $172,500.00         $47.96
 Common Stock       8,800          $10.25 (2)           $90,200.00          $25.08
 Common Stock       13,800         $3.804               $52,495.20          $14.59
 Common Stock       652,375        $10.25 (2)           $6,686,843.75       $1,858.94
 ------------------ -------------- -------------------- ------------------- --------------------
(1) The shares of common stock  represent the number of shares with respect to
which  options have been granted or may be granted  under the Umpqua  Holdings
Corporation  Stock  Option  Plan.  In  addition,  pursuant  to Rule 416,  this
Registration  Statement  also  covers an  indeterminate  number of  additional
shares which may be issuable as a result of the  anti-dilution  provisions  of
the Umpqua Holdings Corporation Stock Option Plan.

(2) The maximum  offering price for the shares cannot  presently be determined
as the offering price is established at the time options are granted. Pursuant
to Rule 457(h),  the offering price is estimated  based on the last sale price
reported for the common stock on NASDAQ on April 26, 1999.
EXPLANATORY NOTE

      This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which may be used for
reofferings and resales of securities registered under this Registration
Statement.  The securities have been or may be issued upon the exercise of
stock options granted under our Stock Option Plan.

      As of the close of business on March 12, 1999, South Umpqua Bank
completed a reorganization pursuant to a Plan of Exchange, dated November 9,
1998, to become a subsidiary of Umpqua Holdings Corporation (the registrant
and then a newly formed bank holding company).  Prior to the consummation of
the reorganization, South Umpqua Bank common stock was registered under
section 12(g) of the Securities Exchange Act of 1934.  Pursuant to Section 13
of the Exchange Act, South Umpqua Bank filed reports and proxy statements
with the FDIC.

      The Plan of Exchange provided that each outstanding share of South
Umpqua Bank common stock would be acquired by Umpqua Holdings Corporation in
exchange for one newly issued share of Umpqua Holdings Corporation's common
stock.  As a result, Umpqua Holdings Corporation became the sole shareholder
of South Umpqua Bank and the shareholders of South Umpqua Bank became
shareholders of Umpqua Holdings Corporation.

      Pursuant to SEC Rule 12g-3(a), Umpqua Holdings Corporation is the
successor issuer and the common stock of Umpqua Holdings Corporation is deemed
to be registered pursuant to section 12(g) of the Exchange Act. Umpqua
Holdings Corporation has assumed South Umpqua Bank's reporting obligations and
files reports and proxy information with the SEC.

      The Plan of Exchange also provided that South Umpqua Bank's 1995 Stock
Option Plan became the Umpqua Holdings Corporation Stock Option Plan and each
outstanding option, warrant or other right to acquire common stock of South
Umpqua bank was converted into an option, warrant or other rights, as the case
may be, to acquire Umpqua Holdings Corporation common stock.
PART I--INFORMATION REQUIRED IN THE SECTION 10(a) PROPSPECTUS

      In accordance with the instructions to Part I of Form S-8, the
information required to be set forth in Part I of Form S-8 has been omitted
from this Registration Statement.

          PART II--INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The   following   documents  are   incorporated   by  reference  in  this
registration statement:

      (a)  The latest  annual  report of South  Umpqua Bank for the fiscal year
           ended December 31, 1998, filed with the FDIC on Form 10-K.

      (b)  All  other  reports  of  South  Umpqua  Bank  and  Umpqua   Holdings
           Corporation  filed  pursuant  to  Section  13(a)  or  15(d)  of  the
           Securities  Exchange  Act of 1934,  as amended,  since  December 31,
           1998.

      (c)  The  description of the common stock for South Umpqua Bank contained
           in the  registration  statement  filed  with the FDIC on Form 10 and
           declared  effective  on April 1, 1998,  by the FDIC as  updated  for
           Umpqua  Holdings  Corporation  by the  Description  of Securities in
           Item 4 of this registration statement.

      All documents  subsequently filed by Umpqua Holdings Corporation pursuant
to sections 13(a),  13(c), 14, and 15(d) of the Securities  Exchange Act, prior
to  the  filing  of  a  post-effective   amendment  which  indicates  that  all
securities  offered hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference herein
and to be a part of this  registration  statement  from the date of  filing  of
such documents.

Item 4.    Description of Securities.

      Pursuant to SEC Rule 12g-3,  upon  completion  of the  reorganization  of
South Umpqua Bank as a subsidiary of Umpqua  Holdings  Corporation,  the common
stock of Umpqua Holdings  Corporation is deemed to be registered  under Section
12 of the  Exchange Act as the  successor  to South Umpqua Bank. A  description
of the  Umpqua  Holdings  Corporation  common  stock  has not  been  previously
filed.  This  Item  sets  forth  the  information   required  by  Item  202  of
Regulation S-K.

      The authorized capital stock of Umpqua Holdings  Corporation  consists of
20,000,000  shares of common stock and  2,000,000  shares of  preferred  stock.
No shares  of  preferred  stock are  issued  and  outstanding.  As of April 19,
1999,   7,660,352   shares  of  common  stock,   held  by   approximately   600
shareholders of record, were issued and outstanding.

      Each  outstanding  share of common stock has the same relative rights and
preferences  as each other  share,  including  voting  rights and the rights to
net assets of Umpqua Holdings  Corporation upon  liquidation.  Each outstanding
share  of  common  stock  is  entitled  to one vote on  matters  considered  by
shareholders.  Holders  of  common  stock  may  not  accumulate  votes  in  the
election of directors and are not entitled to preemptive rights.
The terms of the preferred stock are not definitively  established in the
Articles  of  Incorporation.   The  Board  of  Directors  or  shareholders  may
designate  a series of  preferred  stock.  All shares of a series of  preferred
stock will have  preferences,  limitations  and  relative  rights  identical to
those of all the other shares of that series.

      The Board of Directors is authorized to issue or sell additional  capital
stock,  at its  discretion  and for fair  value,  and to issue  future  cash or
stock dividends without shareholder approval.

Item 5.    Interests of Named Experts and Counsel.

      Foster  Pepper &  Shefelman  LLP,  special  counsel  to  Umpqua  Holdings
Corporation,   is  passing   upon  the  validity  of  the  common  stock  being
registered.  A partner  of Foster  Pepper &  Shefelman  LLP owns  25,036 shares
of common stock.

Item 6.    Indemnification of Directors and Officers.

      Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
Sections  60.387 to  60.414),  applicable  to Umpqua  Holdings  Corporation,  a
person who is made a party to a  proceeding  because  such  person is or was an
officer or director of a  corporation  may be  indemnified  by the  corporation
against  liability  incurred by such person in connection  with the  proceeding
if (i)  the  person's  conduct  was in good  faith  and in a  manner  he or she
reasonably  believed  was in the  corporation's  best  interest or at least not
opposed  to its  best  interests  and  (ii) if the  proceeding  was a  criminal
proceeding,  the person had no  reasonable  cause to believe his or her conduct
was  unlawful.  Indemnification  is not  permitted  if the person was  adjudged
liable  to  the  corporation  in a  proceeding  by  or  in  the  right  of  the
corporation,  or if the person was adjudged  liable on the basis that he or she
improperly   received  a  personal   benefit.   Unless  the   articles  of  the
corporation  provide  otherwise,  such  indemnification  is  mandatory  if  the
person is wholly  successful  on the  merits or  otherwise,  or if ordered by a
court of competent jurisdiction.

      The  Oregon  Business  Corporation  Act also  provides  that a  company's
articles of  incorporation  may limit or eliminate the personal  liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided  that no such  provision  shall  eliminate the
liability  of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing  violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which  the
director derived an improper personal benefit.

      Our  Articles  of  Incorporation  provide  that  we  will  indemnify  our
directors  and officers,  to the fullest  extent  permissible  under the Oregon
Business  Corporation  Act against all expense  liability  and loss  (including
attorney  fees)  incurred  or  suffered  by reason of service as a director  or
officer or is or was serving at our request as a  director,  officer,  partner,
trustee,  employee  or  agent  of  another  corporation,   partnership,   joint
venture, trust, employee benefit plan or other enterprise.

      The effect of these  provisions  is to limit the  liability  of directors
for monetary  damages,  and to  indemnify  our  directors  and officers for all
costs and  expenses  for  liability  incurred  by them in  connection  with any
action,  suit or  proceeding  in which  they may become  involved  by reason of
their  affiliation  with us, to the  fullest  extent  permitted  by law.  These
provisions  do not  limit  our  rights  or any  shareholder's  rights  to  seek
non-monetary   relief,   and  do  not   affect  a   director's   or   officer's
responsibilities  under any other laws,  such as  securities  or  environmental
laws.
Item 7.    Exemption from Registration Claimed.

      The Prospectus  contained in this Registration  Statement  includes 8,800
shares issued by Umpqua Holdings  Corporation to an executive  officer upon the
exercise  of his  stock  options.  We issued  these  shares  in  reliance  upon
section 4(2) of the Securities Act of 1933.

Item 8.    Exhibits.

      The exhibits  required by Item 601 of Regulation S-K being filed herewith
are

      Exhibit 3.1--Articles of Incorporation of Umpqua Holdings Corporation
      Exhibit 3.2--Bylaws of Umpqua Holdings Corporation
      Exhibit 4--Specimen Stock Certificate
      Exhibit 5--Opinion of Foster Pepper & Shefelman LLP
      Exhibit 23.1--Consent of KPMG Peat Marwick LLP
      Exhibit 23.2--Consent  of Foster Pepper & Shefelman  (Included in Exhibit
              5.1)
      Exhibit 99--Umpqua Holdings Corporation Stock Option Plan

Item 9.    Undertakings.

      The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which  offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)   To include any prospectus  required by Section  10(a)(3) of the
                Securities Act of 1933.

          (ii)  To reflect in the  prospectus  any facts or events arising
                after the effective date of the registration  statement (or the
                most   recent   post-effective    amendment   thereof)   which,
                individually  or in  the  aggregate,  represent  a  fundamental
                change  in  the  information  set  forth  in  the  registration
                statement.  Notwithstanding  the  foregoing,  any  increase  or
                decrease in volume of  securities  offered (if the total dollar
                value of  securities  offered  would not exceed  that which was
                registered)  and any deviation  from the low or high end of the
                estimated  maximum  offering range may be reflected in the form
                of  prospectus  filed  with  the  Commission  pursuant  to Rule
                424(b) if, in the  aggregate,  the  changes in volume and price
                represent  no  more  than  20  percent  change  in the  maximum
                aggregate  offering  price  set  forth in the  "Calculation  of
                Registration   Fee"   table  in  the   effective   registration
                statement.

          (iii) To include any  material  information  with respect to the
                plan  of   distribution   not   previously   disclosed  in  the
                registration   statement  or  any   material   change  to  such
                information in the registration statement.

      Paragraphs (i) and (ii) will not apply if the information  required to be
included in a  post-effective  amendment  by those  paragraphs  is contained in
periodic  reports  filed by the  registrant  pursuant  to Section 13 or Section
15(d)  of the  Securities  Exchange  Act  of  1934  that  are  incorporated  by
reference in the registration statement.
(2)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such  post-effective  amendment shall be deemed to
be a new  registration  statement  relating to the securities  offered therein,
and the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

      (3) To remove from  registration by means of a  post-effective  amendment
any of the securities that remain unsold at the termination of the offering.
PROSPECTUS

                          UMPQUA HOLDINGS CORPORATION
                 445 S.E. Main Street, Roseburg, Oregon 97470
                                (541) 440-3963

                       1,121,400 Shares of Common Stock

      This Prospectus relates to the offer and sale by executive officers and
directors of Umpqua Holdings Corporation of up to 1,121,400 shares of Umpqua
Holdings Corporation common stock which have been or may be issued upon
exercise of options granted under the Umpqua Holdings Corporation Stock Option
Plan.

      Umpqua Holdings Corporation will not receive any of the proceeds from
the sale of the shares.  All of the shares may be offered for sale from time
to time in the market or in privately negotiated transactions.  The selling
shareholders will pay any brokerage fees or commissions relating the sale of
their shares.

      The common stock is quoted on the NASDAQ National Market System under
the symbol "UMPQ."

      The common stock offered by this Prospectus involves a high degree of
risk.  The Risk Factors section, which begins on page 2, should be considered
carefully.

      The date of this Prospectus is April 28, 1999.

                             _____________________

      Neither the Securities Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

                             _____________________

                                       1
RISK FACTORS

Our geographic concentration exposes us to risks of adverse changes in the
local economy.

      Umpqua Holdings Corporation conducts a large portion of its business in
the communities of Douglas County, Oregon.  The region depends primarily on
forest products, agriculture, manufacturing, tourism, and government
industries.  As a result of the geographic concentration of our business,
adverse economic developments in Douglas County which can have the effect of
decreasing income and economic activity, can negatively affect our business
and financial condition.

The loss of key personnel could hurt our operations.

      The success of Umpqua Holdings Corporation depends on our ability to
attract and retain high quality management.  In particular, Raymond P. Davis,
our President and Chief Executive Officer, has been important to our success
and pivotal to our continued growth.  The loss of Mr. Davis or other senior
executive officers could adversely impact our operations and future growth.
We have an employment contract with Mr. Davis through the Year 2000.  We do
not maintain key person life insurance policies for any of the executive
officers.

Regulatory burdens can limit our growth and profitability.

      Bank holding companies and their subsidiary banks are subject to
extensive regulation.  These regulations are generally intended to protect
our deposit customers without regard to our shareholders.  Regulatory
restrictions could limit our ability to compete and could adversely affect
our profitability.

      Moreover, Umpqua Holdings Corporation is dependent on its wholly owned
bank subsidiary, South Umpqua Bank, for revenues to pay operating expenses
and to pay dividends to shareholders.  South Umpqua Bank is subject to a
variety of state and federal banking regulations that could limit its ability
to pay dividends to Umpqua Holdings Corporation if these payments might
adversely affect South Umpqua Bank's financial condition.

Our charter provisions may discourage a take-over, preventing a potential
increase in share value.

      Our Articles of Incorporation provide that the board of directors, when
evaluating any offer of another party to make a tender or exchange offer or
for the acquisition, merger or other form of business combination with Umpqua
Holdings Corporation, may consider factors not necessarily in the interests
of shareholders.  These factors include the state and national economy, and
the social, legal, and economic effects on employees, customers and suppliers.

      Our Articles also provide for a staggered board of directors, meaning
approximately one-third of the director positions are filled each year.
Also, the Articles provide directors may only be removed from their positions
for cause.

      These provisions make it difficult for a dissident shareholder to remove
the entire board at one time and may discourage potential acquirors.  As a
result, you may not benefit from the increase in share value that a take-over
might cause.

                                       2
USE OF PROCEEDS

      All of the shares are being offered for the account of selling
shareholders.  Umpqua Holdings Corporation will not receive any proceeds from
the sale of the shares being offered.  See "Selling Shareholders."

                           DESCRIPTION OF SECURITIES

      The authorized capital stock of Umpqua Holdings Corporation consists of
20,000,000 shares of common stock and 2,000,000 shares of preferred stock.
No shares of preferred stock are issued and outstanding.  As of April 19,
1999, 7,660,352 shares of common stock, held by approximately 600
shareholders of record, were issued and outstanding.

      Each outstanding share of common stock has the same relative rights and
preferences as each other share, including voting rights and the rights to
net assets of Umpqua Holdings Corporation upon liquidation.  Each outstanding
share of common stock is entitled to one vote on matters considered by
shareholders.  Holders of common stock may not accumulate votes in the
election of directors and are not entitled to preemptive rights.

      The terms of the preferred stock are not definitively established in the
Articles of Incorporation.  The Board of Directors or shareholders may
designate a series of preferred stock.  All shares of a series of preferred
stock will have preferences, limitations and relative rights identical to
those of all the other shares of that series.

      The Board of Directors is authorized to issue or sell additional capital
stock, at its discretion and for fair value, and to issue future cash or
stock dividends without shareholder approval.

      Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
Sections  60.387 to  60.414),  applicable  to Umpqua  Holdings  Corporation,  a
person who is made a party to a  proceeding  because  such  person is or was an
officer or director of a  corporation  may be  indemnified  by the  corporation
against  liability  incurred by such person in connection  with the  proceeding
if (i)  the  person's  conduct  was in good  faith  and in a  manner  he or she
reasonably  believed  was in the  corporation's  best  interest or at least not
opposed  to its  best  interests  and  (ii) if the  proceeding  was a  criminal
proceeding,  the person had no  reasonable  cause to believe his or her conduct
was  unlawful.  Indemnification  is not  permitted  if the person was  adjudged
liable  to  the  corporation  in a  proceeding  by  or  in  the  right  of  the
corporation,  or if the person was adjudged  liable on the basis that he or she
improperly   received  a  personal   benefit.   Unless  the   articles  of  the
corporation  provide  otherwise,  such  indemnification  is  mandatory  if  the
person is wholly  successful  on the  merits or  otherwise,  or if ordered by a
court of competent jurisdiction.

      The  Oregon  Business  Corporation  Act also  provides  that a  company's
articles of  incorporation  may limit or eliminate the personal  liability of a
director  to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided  that no such  provision  shall  eliminate the
liability  of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions  not in good
faith or which involve  intentional  misconduct or a knowing  violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which  the
director derived an improper personal benefit.

                                       3
Our  Articles  of  Incorporation  provide  that  we  will  indemnify  our
directors  and officers,  to the fullest  extent  permissible  under the Oregon
Business  Corporation  Act against all expense  liability  and loss  (including
attorney  fees)  incurred  or  suffered  by reason of service as a director  or
officer or is or was serving at our request as a  director,  officer,  partner,
trustee,  employee  or  agent  of  another  corporation,   partnership,   joint
venture, trust, employee benefit plan or other enterprise.

      The effect of these  provisions  is to limit the  liability  of directors
for monetary  damages,  and to  indemnify  our  directors  and officers for all
costs and  expenses  for  liability  incurred  by them in  connection  with any
action,  suit or  proceeding  in which  they may become  involved  by reason of
their  affiliation  with us, to the  fullest  extent  permitted  by law.  These
provisions  do not  limit  our  rights  or any  shareholder's  rights  to  seek
non-monetary   relief,   and  do  not   affect  a   director's   or   officer's
responsibilities  under any other laws,  such as  securities  or  environmental
laws.

      Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be  permitted  to  directors,  officers or persons  controlling
the registrant  pursuant to the foregoing  provisions,  the registrant has been
informed that in the opinion of the  Securities and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is
therefore unenforceable.

                             SELLING SHAREHOLDERS

      Since 1995, Umpqua Holdings Corporationand its affiliates granted to
certain employees options to purchase shares of common stock under our Stock
Option Plan approved by shareholders. Upon exercise of any stock options,
common stock was or will be issued: (i) to the exercising option holder in
reliance upon an exemption from registration provided by Section 4(2) of the
Securities Act of 1933 or (ii) to the exercising option holder under the
registration statement of which this Prospectus forms a part. In both cases,
the number of shares indicated in this Prospectus will be available for resale
by such exercising option holder as a selling shareholder pursuant to this
Prospectus.

      As of the date of this Prospectus, options to purchase 460,225 shares of
common stock and 8,800 shares of common stock, which were acquired upon the
exercise of options, are held by the selling shareholders.  The table on the
following page sets forth information with respect to the selling
shareholders as of April 19, 1999.

                                       4
Number of
                             Shares                         Number of      % of Class
                          Beneficially      Number of     Shares to be        to be
                         Owned Prior to      Shares       Beneficially    Beneficially
                               the            Being      Owned after the   Owned after
Name and Position         Offering (1)     Offered (2)    Offering (3)    the Offering
Raymond P. Davis             310,282         315,225         310,282           4%
President and
Chief Executive Officer

Daniel A. Sullivan           11,200          40,000          11,200             *
Senior Vice President
and Chief Financial
Officer

Gerald L. Pierpoint          16,277          40,000          16,277             *
Senior Vice President/
Eugene Operations

Rodger P. Terrall            14,970          40,000          14,970             *
Senior Vice President
and Chief Lending
Officer

Steven A. May                 9,600          33,800           9,600             *
Senior Vice President/
Retail Banking
-------------------------------------------------------------------------------

*     Less than 1%

(1)   Includes all shares of common stock owned by the selling shareholder and
shares of common stock which the selling shareholder has the right to
acquire, through the exercise of options including those granted under the
Plans, within 60 days after March 31, 1999.

(2) Includes shares of common stock acquired or to be acquired by the selling
shareholder upon exercise of options granted under our Stock Option Plan.

(3)   Assumes all shares being offered will be sold, and that no other shares
are acquired or transferred by the selling shareholder.

                                       5
PLAN OF DISTRIBUTION

      Shares are being offered by selling shareholders for their own account.
Selling shareholders may sell all or a portion of their shares

      On the NASDAQ National Market System through broker-dealers selected by
             the selling shareholder at market prices; or

      Through private sales at negotiated prices.

      It is anticipated that sales will be made without payment of any
underwriting commissions or discounts, other than brokers' commissions or
fees customarily paid in such transactions.  Umpqua Holdings Corporation will
bear all expenses of the offering, except selling shareholders will pay
brokerage fees or commissions and transfer taxes.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

      Foster Pepper & Shefelman LLP, special counsel to Umpqua Holdings
Corporation, is passing upon the validity of the common stock being
registered.  As of April 19, 1999, a partner of Foster Pepper & Shefelman LLP
owns 25,036 shares of common stock.

                          INCORPORATION BY REFERENCE

      The following documents are incorporated by reference in this prospectus:

      (a)  The latest  annual  report of South  Umpqua Bank for the fiscal year
           ended December 31, 1998, filed with the FDIC on Form 10-K.

      (b)  All  other  reports  of  South  Umpqua  Bank  and  Umpqua   Holdings
           Corporation  filed  pursuant  to  Section  13(a)  or  15(d)  of  the
           Securities  Exchange  Act of 1934,  as amended,  since  December 31,
           1998.

      (c)  The description of the common stock for South Umpqua Bank contained
           in the registration statement filed with the FDIC on Form 10 and
           declared effective on April 1, 1998, by the FDIC as updated for
           Umpqua Holdings Corporation by the Description of Securities in
           Item 4 of the Registration Statement of which this Prospectus forms
           a part.

      All documents subsequently filed pursuant to sections 13, 14, and 15(d)
of the Securities Exchange Act of 1934 relating to the common stock, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, will be deemed to be incorporated by reference in this Prospectus and
to be a part of it from the date of filing of those documents.

      Copies of all documents which are incorporated by reference will be
provided without charge to anyone to whom this Prospectus is delivered upon a
written or oral request to Daniel A. Sullivan at Umpqua Holdings Corporation,
445 S.E. Main Street, Roseburg, Oregon 97470, telephone number (541) 440-3963.

                                       6
AVAILABLE INFORMATION

      Umpqua Holdings Corporation files reports and other information with the
Securities and Exchange Commission.  Such filed reports, proxy statements and
other information can be read and copied by the public at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549.  The
public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site
that contains reports, proxy and information statements, and other
information regarding Umpqua Holdings Corporation--the address of that site is
http:\\www.sec.gov.

      Umpqua Holdings Corporation is the successor to South Umpqua Bank.
South Umpqua Bank filed reports and other information with the FDIC, 550 17th
Street, N.W., Washington, D.C.  South Umpqua Bank maintains an internet
site--the address is http:\\www.southumpqua.com.

                                       7
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized,  in the City of Roseburg,  State of Oregon,  on the
26th day of April, 1999.

                               UMPQUA HOLDINGS CORPORATION

                               By:  /s/ Raymond P. Davis      
                                    -------------------------------------------
                                    Raymond P. Davis, President and
                                      Chief Executive Officer

                               By:  /s/ Daniel A. Sullivan    
                                    -------------------------------------------
                                    Daniel A. Sullivan, Chief Financial Officer

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the  following  persons in the
capacities and on April 26, 1999.

By:   /s/ Raymond P. Davis            By:  /s/ Lynn K. Herbert          
      -----------------------------        ------------------------------
      Raymond P. Davis                     Lynn K. Herbert
      Director, President and              Director
        Chief Executive Officer

By:   /s/ Allyn C. Ford               By:  /s/ Harold L. Ball          
      ----------------------------         ------------------------------
      Allyn C. Ford                        Harold L. Ball
      Director                             Director

By:   /s/ Ronald O. Doan              By:          
      -----------------------------        ------------------------------
      Ronald O. Doan                       David B. Frohnmayer
      Director                             Director

By:   /s/ Neil D. Hummel              By:  /s/ Frances Jean Phelps
      -----------------------------        ------------------------------
      Neil D. Hummel                       Frances Jean Phelps
      Director                             Director

By:   /s/ Scott Chambers              By:  
      -----------------------------        ------------------------------
      Scott Chambers                       Richard L. Petterson
      Director                             Director

                                       8
EXHIBIT INDEX

Exhibit 3.1    Articles of Incorporation
Exhibit 3.2    Bylaws
Exhibit 4      Specimen Stock Certificate
Exhibit 5      Opinion of Foster Pepper & Shefelman LLP
Exhibit 23.1   Consent of KPMG Peat Marwick LLP
Exhibit 23.2   Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5)
Exhibit 99     Umpqua Holdings Corporation Stock Option Plan

                                       9