EXHIBIT 23.4
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We consent to the inclusion in this Registration Statement on Form S-11
(File No. 33-02962) of our report dated March 1, 1996 on our audit of the
financial statements of Redwood Trust, Inc. We also consent to the reference to
our firm under the caption "Experts."
 
San Francisco, California
July 17, 1996