Exhibit 23.3




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-3 of our  report  dated  March  4,  2004  relating  to the
financial statements and financial statement schedules, which appears in Redwood
Trust,  Inc.'s Annual Report on Form 10-K for the year ended  December 31, 2003.
We also  consent to the  reference  to us under the heading of "Experts" in such
Registration Statement.




/s/ PricewaterhouseCoopers LLP

San Francisco, California
November 23, 2004