EXHIBIT 23

                       [COOPERS & LYBRAND LETTERHEAD]
                     


                      CONSENT OF INDEPENDENT ACCOUNTANTS




We 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
25, 1998, on our audits of the consolidated financial statements
of Redwood Trust, Inc. and Subsidiary as of December 31, 1997
and 1996, and for the years ended December 31, 1997, 1996 and
1995, which report is included in this Annual Report on Form
10-K.  We also consent to the reference to our firm under the
caption "Experts."





                              /s/ COOPERS & LYBRAND L.L.P.





San Francisco, California
March 12, 1998