EXHIBIT 23.4


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this registration statement of
Redwood Trust, Inc. on Form S-3 of our report dated March 1, 1996 on our audits
of the financial statements of Redwood Trust, Inc. as of December 31, 1995 and
1994, and for the year ended December 31, 1995 and for the period from August
19, 1994 to December 31, 1994. We also consent to the reference to our firm
under the caption "Experts."



                                             COOPERS & LYBRAND L.L.P.




San Francisco, California
December 17, 1996