UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant to Section 13 or 15(d) of ~~Report:~~the ~~August 30,~~Securities ~~2005~~Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2006

Western Sierra Bancorp

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~ specified in its ~~Charter~~ charter)

California	000-25979	68-0390121
(State or Other Jurisdiction of Incorporation)	Commission File Number	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4080 Plaza Goldorado Circle, Cameron Park, California		95682
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (530) 677-5600

~~(Registrant’s Telephone Number, Including Area Code)~~N/A

~~Check the~~(Former ~~appropriate~~name ~~box~~or ~~below~~former address, if ~~the Form 8-K filing is intended to~~changed ~~simultaneously~~since ~~satisfy~~last ~~the filing obligation of the registrant under any of the following provisions (see General Instruction A.2~~report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting ~~material~~ material pursuant to Rule 14a-12~~(b)~~ under the Exchange Act (~~17CFR~~17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~CFR~~ CFR 240.14d-.2(b))

o Pre-commencement communications pursuant to Rule 13e-414(c) under the Exchange Act (17 ~~CFR~~ CFR 240.13e-4(c))

Item 1.01. Entry ~~into~~Into aof Material Definitive Agreement.

~~The~~On ~~Board~~May of3, ~~Directors~~2006, ofUmpqua ~~Western~~Holdings ~~Sierra Bancorp~~ Corporation (~~the “Company”~~Umpqua) ~~approved~~ ~~the~~announced ~~acceleration~~that ofit ~~vesting~~has received approval of ~~certain~~its ~~unvested~~Interagency ~~stock~~Merger Application ~~options~~from ~~held~~the ~~by certain~~Federal ~~directors,~~Deposit ~~executive~~Insurance ~~officers~~Corporation and ~~employees. The~~the ~~board~~Director ~~believes~~of the ~~that~~Oregon itDivision isof inFinance ~~the~~and ~~best interest~~Corporate ofSecurities ~~the~~with ~~shareholders~~respect to ~~accelerate~~ the planned ~~vesting~~merger of ~~these~~Western ~~options~~Sierra asBank, ~~it will~~Auburn ~~likely~~Community ~~have~~Bank, aCentral California ~~positive~~Bank ~~impact~~and onLake ~~the~~Community ~~future~~Bank ~~earnings~~with ofand ~~the~~into ~~Company~~Umpqua byBank. These ~~reducing~~regulatory ~~the~~approvals ~~impact~~are ofconditioned ~~recording~~upon ~~compensation~~expiration ~~expense~~of ~~upon~~a ~~the~~15-day ~~implementation~~waiting ~~Statement~~period, ofwhich ~~Financial~~commenced ~~Accounting~~on ~~Standards~~April ~~No.~~20, ~~123~~2006; ~~(revised~~shareholder ~~2004),~~approval ~~"Share-Based~~and ~~Payment"~~no ~~("SFAS~~material changes ~~123R")~~affecting the parties prior to closing.

The ~~table~~transaction ~~attached~~remains assubject ~~Exhibit 99.1~~to ~~summarizes~~customary closing conditions including approval by the ~~outstanding~~shareholders of Umpqua and Western ~~options~~Sierra ~~subject~~Bancorp toat ~~accelerated~~meetings ~~vesting.~~that are scheduled for May 30, 2006.

~~"SFAS~~The ~~123R",~~press ~~which,~~release ~~when~~dated ~~effective,~~May ~~will require all share-based payments to employees~~3, ~~including~~2006 ~~grants~~is ~~of employee stock options,~~attached to bethis ~~recognized~~Form on8-K ~~the Company’s financial statements~~ as ~~additional compensation~~Exhibit ~~expense based on their fair values at the grant date~~99. ~~SFAS~~1 ~~123R must be adopted~~ and ~~will~~is ~~become effective~~incorporated asherein toby ~~the Company beginning January 1, 2006~~reference.

~~The~~Item ~~144,843 stock options (at an average strike price of $26.55) affected by the accelerated vesting represent approximately 24.7% of the outstanding stock options awarded and approximately 1.~~9~~% of current shares outstanding~~.01 ~~The~~Financial ~~share~~Statements ~~acceleration was comprised of 67,293 to executive officers, 22,050 to Directors~~ and ~~55,500 to other officers of the Company~~Exhibits. The Company will report the avoided future compensation expense in its Form 10-Q for the period ended September 30, 2005 as a pro forma footnote disclosure, as permitted under the transition guidance provided by the Financial Accounting Standards Board.

~~This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995~~Exhibits. Such statements are subject to certain risks, trends, and uncertainties. In particular, statements made in this report that are not historical facts (including but not limited to expectations, estimates, assumptions and projections regarding the industry, business, future operating results, and anticipated cash requirements) may be forward-looking statements. Actual results could differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Many of these risk factors are outside of the Company’s control, and as such, they involve risks which are not currently known to the Company that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this document are made as of the date hereof and Company does not undertake to update its forward-looking statements.

~~Item 9~~99.~~01. Financial~~1 Press Release ~~Statements~~issued ~~and~~May ~~Exhibits~~3, 2006.

~~Exhibit 99.1 Summary of Options Subject to Acceleration~~2

2SIGNATURE

~~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.

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.

		Western Sierra Bancorp

		(Registrant)


Date: May 3, 2006	By:	/s/ Patrick J. Rusnak
		Patrick J. Rusnak
		Executive Vice President and
		Chief Operating Officer

	WESTERN SIERRA BANCORP
Date: August 30, 2005	By:	/s/ Gary D. Gall
		Gary D. Gall
		Chief Executive Officer

Exhibit Index

Exhibit No.		Description
99.1		Summary of Options Subject to Acceleration

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