EXHIBIT
32.2
Certification
of Chief Financial Officer pursuant to 18 USC Section 1350
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
In
connection with the Quarterly Report of Redwood Trust, Inc. (the “Company”) on
Form 10-Q for the quarterly period ended September 30, 2008, as filed with
the
Securities and Exchange Commission on the date hereof (the “Report”), I, Martin
S. Hughes, Chief Financial Officer of the Company, certify, pursuant to 18
USC
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002, that:
(1)
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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/s/
MARTIN S.
HUGHES
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Martin
S. Hughes
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Chief
Financial Officer and Secretary
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November
5, 2008
This
Certification is made solely for the purpose of 18 USC Section 1350, subject
to
the knowledge standard contained therein, and not for any other
purpose.