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) July 27, 2005

PLACER SIERRA BANCSHARES

(Exact name of registrant as specified in its charter)

California

0-50652

94-3411134

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

525 J Street,

Sacramento, California

95814

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (916) 554-4750

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

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

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

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

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

Section 8 – Other Events

Item 8.01.

On July 31, 2006, the Company issued a press release announcing the declaration of a 2006 third quarter cash dividend in the amount of $0.15 per common share outstanding. The press release, which appears as Exhibit 99.1, is filed and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description of Exhibit
99.1		Press Release dated July 31, 2006

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.


		Placer Sierra Bancshares
		(Registrant)

Date July 31, 2006

		/s/ Ronald W. Bachli
		Ronald W. Bachli Chairman and Chief Operating Officer

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
99.1		Press Release dated July 31, 2006

PLACER SIERRA BANCSHARES 8-K