SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment Number Nine)

Redwood Trust, Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

758075402
(Cusip Number)

12/31/2000
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        /X/ Rule 13d-1 (b)

        / / Rule 13d-1 (c)

        / / Rule 13d-1 (d)

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
             (a) [ ]         
             (b) [X]

3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION
        State of Nebraska

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

9) AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
        2,865,214**

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
                [ ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
        32.1%

12) TYPE OF REPORTING PERSON
        IA

*646,400 of the shares of common stock are subject to a Voting Agreement pursuant to which Wallace R. Weitz & Company has transferred its voting rights with respect to such shares to certain principal shareholders of Redwood Trust.

**Ownership includes 2,750,614 shares of the common stock of Redwood Trust and 114,600 shares of the convertible preferred stock of Redwood Trust which is convertible into shares of common stock.

2

1) NAME OF REPORTING PERSON
        Wallace R. Weitz

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                (a) [ ]       N/A
                (b) [ ]

3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION
        Citizen of the United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        2,865,214**

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
                [ ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        32.1%

12) TYPE OF REPORTING PERSON
        IN

*646,400 of the shares of common stock are subject to a Voting Agreement pursuant to which Wallace R. Weitz & Company has transferred its voting rights with respect to such shares to certain principal shareholders of Redwood Trust.

**Ownership includes 2,750,614 shares of the common stock of Redwood Trust and 114,600 shares of the convertible preferred stock of Redwood Trust which is convertible into shares of common stock.

3

Item 1(a). Name of Issuer:
        Redwood Trust, Inc.

Item 1(b). Address of Issuer’s Principal Executive Office:
        591 Redwood Highway, Suite 3100
        Mill Valley, California 94941

Item 2(a). Names of Persons Filing:
        Wallace R. Weitz & Company
        Wallace R. Weitz, President and Primary Owner of Wallace R. Weitz & Company

Item 2(b). Principal Business Address of Persons Filing:
        1125 South 103rd Street, Suite 600
        Omaha, Nebraska 68124-6008

Item 2(c). Citizenship:
        Wallace R. Weitz & Company — State of Nebraska
        Wallace R. Weitz – Citizen of United States of America

Item 2(d). Title of Class of Securities:
        Common Stock

Item 2(e). CUSIP Number:
        758075402

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

4

Item 4. Ownership:

	(a) Amount Beneficially Owned:
		(i) Weitz & Co. (ii) Weitz	2,865,214 Shares* 2,865,214 Shares*

	(b) Percent of Class:
		(i) Weitz & Co. (ii) Weitz	32.1% 32.1%

	(c) Number of Shares as to which such person has:     (I) sole power to direct vote:
		(i) Weitz & Co. (ii) Weitz	2,865,214** 0

	(II) shared power to direct vote:
		(i) Weitz & Co. (ii) Weitz	2,865,214** 2,865,214**

	(III) sole power to dispose:
		(i) Weitz & Co. (ii) Weitz	2,865,214 0

	(IV) shared power to dispose:
		(i) Weitz & Co. (ii) Weitz	2,865,214 2,865,214

Item 5. Ownership of Five Percent or Less of a Class

        N/A

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

*Ownership includes 2,750,614 shares of the common stock of Redwood Trust and 114,600 shares of the convertible preferred stock of Redwood Trust which is convertible into shares of common stock.

**646,400 of the shares of common stock are subject to a Voting Agreement pursuant to which Wallace R. Weitz & Company has transferred its voting rights with respect to such shares to certain principal shareholders of Redwood Trust.

***237,500 of the shares owned by the Value Fund and 396,400 of the shares owned by the Partners Value Fund are subject to a Voting Agreement pursuant to which Wallace R. Weitz & Company has transferred its voting rights with respect to such shares to certain principal shareholders of Redwood Trust, Inc.

5

Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company

        N/A

Item 8. Identification and Classification of Members of the Group

        N/A

Item 9. Notice of Dissolution of Group

        N/A

Item 10. Certification

       Date : February 2, 2001

Joint Filing Agreement

In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement as of the 2nd day of February, 2001.

6