EXHIBIT 23.3

                        CONSENT OF INDEPENDENT REGISTERED
                             PUBLIC ACCOUNTING FIRM

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 2004, relating to the
consolidated balance sheets and the related consolidated statements of
operations, comprehensive income, changes in stockholders' equity and cash flows
for each of the three years in the period ended December 31, 2003, which appears
in Redwood Trust, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2003.

/s/ PricewaterhouseCoopers LLP

San Francisco, California
June 8, 2004