EXHIBIT 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the registration
statements on Form S-3 (Nos. 33-97398, 333-25643 and 333-18061) and on Form
S-8/S-3 (No. 333-20253) of our report dated February 15, 2001, appearing on page
F-28 of this Form 10-K relating to the consolidated financial statements of
Redwood Trust, Inc. and subsidiary, and our report dated February 15, 2001,
appearing on page F-42 of this Form 10-K relating to the consolidated financial
statements of RWT Holdings, Inc. and subsidiaries.





PricewaterhouseCoopers LLP
San Francisco, California
March 27, 2001