FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PICARD LOREN R
2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2003
3. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [RWT]
(Last)
(First)
(Middle)
416 SHERWOOD DR. #207
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAUSALITO, CA 94965
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 383
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (1) 12/17/2011 Common Stock 500 $ 24.5 D  
Incentive Stock Option (right to buy)   (2) 12/19/2012 Common Stock 7,500 $ 27.05 D  
Non-Qualified Stock Option (right to buy) 08/20/2002 12/02/2009 Common Stock 2,000 $ 11.4375 D  
Non-Qualified Stock Option (right to buy) 08/18/2003 10/01/2008 Common Stock 1,500 $ 14.5 D  
Non-Qualified Stock Option (right to buy)   (3) 02/01/2009 Common Stock 1,000 $ 14.875 D  
Non-Qualified Stock Option (right to buy) 08/18/2003 12/14/2010 Common Stock 1,875 $ 17.625 D  
Stock Units in Deferred Compensation Plan 02/27/2003 05/01/2006 Common Stock 938.44 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PICARD LOREN R
416 SHERWOOD DR. #207
SAUSALITO, CA 94965
      Vice President  

Signatures

Loren R. Picard 09/04/2003
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Twenty-five percent of the options vest on January 1, 2003. The remaining seventy-five percent of the options vest in twelve quarterly installments from April 1, 2003 through January 1, 2006.
(2) Twenty-five percent of the options vest on January 1, 2004. The remaining seventy-five percent of the options vest in twelve quarterly installments from April 1, 2004 through January 1, 2007.
(3) The option becomes exercisable in four equal installments on the 4th day of May in 2000, 2001, 2002, and 2003.

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