UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
 
FORM 8-K
_______________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2009
 
REDWOOD TRUST, INC.
(Exact name of registrant as specified in its charter)
 
Maryland 
  
001-13759 
  
68-0329422
(State or other
jurisdiction of
incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
 
One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices and Zip Code)
 
(415) 389-7373
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
_______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 7.01 Regulation FD Disclosure.
 
On January 21, 2009, Redwood Trust, Inc. issued a press release announcing the pricing of a common stock offering.  A copy of the press release is attached as Exhibit 99.1 to this current Report on Form 8-K.
 
The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits
     
   
Exhibit 99.1        Press Release dated January 21, 2009
 
 
 
 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
Date: January 21, 2009
REDWOOD TRUST, INC.
   
 
By:  
/s/ Harold F. Zagunis
   
Harold F. Zagunis
   
Controller 
 
 
 
 
 
Exhibit Index
 
Exhibit No.
Exhibit Title 
   
99.1
Press Release dated January 21, 2009