Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated February 19, 2007, accompanying the 2006 and 2005
consolidated financial statements and management’s 2006 assessment of the
effectiveness of internal control over financial reporting included in the
Annual Report of Redwood Trust, Inc. on Form 10-K for the year ended December
31, 2006. We hereby consent to the incorporation by reference of said
reports in the previously filed Registration Statements of Redwood Trust, Inc.
on Forms S-3 (File Nos. 333-120762 effective December 9, 2004 and 333-122427
effective February 11, 2005) and on Forms S-8 (File Nos. 333-90592 effective
June 17, 2002; 333-89302 effective May 29, 2002; 333-116395 effective June
10,
2004 and 333-136497 effective August 10, 2006).
GRANT
THORNTON LLP
San
Francisco, CA
February
19, 2007