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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-K/A

                              Amendment No.1 to

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM               TO
                               -------------    --------------

COMMISSION FILE NUMBER:    1-13759

                               REDWOOD TRUST, INC.
             (Exact name of Registrant as specified in its Charter)

                MARYLAND                                        68-0329422
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                        Identification No.)

    591 REDWOOD HIGHWAY, SUITE 3100
        MILL VALLEY, CALIFORNIA                                   94941
(Address of principal executive offices)                        (Zip Code)

                                 (415) 389-7373
              (Registrant's telephone number, including area code)

     Securities registered pursuant                        Name of Exchange on
      to Section 12(b) of the Act:                          Which Registered:

        CLASS B 9.74% CUMULATIVE                         NEW YORK STOCK EXCHANGE
      CONVERTIBLE PREFERRED STOCK,
       PAR VALUE $0.01 PER SHARE
            (Title of Class)

COMMON STOCK, PAR VALUE $0.01 PER SHARE                  NEW YORK STOCK EXCHANGE
         (Title of Class)

          Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

At March 21, 2002 the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $393,359,292.

The number of shares of the Registrant's Common Stock outstanding on March 21,
2002 was 14,623,022. The number of shares of the Registrant's Preferred Stock
outstanding on March 21, 2002 was 902,068.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement issued in connection
with the 2002 Annual Meeting of Stockholders are incorporated by reference into
Part III.

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PART IV



The Company's Form 10-K Annual Report for the Fiscal Year Ended December 31,
2001 is hereby amended to add Schedule IV thereto.


Item 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


               (a)    Documents filed as part of this report:

                      (2)    Schedules to Consolidated Financial Statements:

                             Schedule IV



REDWOOD TRUST, INC.
 SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
 DECEMBER 31, 2001





                                                                        Interest Rate               Interest           Maturity
Mortgage Loan Description/Type                                              Index                     Rate               Date
                                                                                                             

1st Lien Adjustable Rate Residential Mortgage Loans             1 Month LIBOR                     2.88% - 5.30%       2021 - 2029
1st Lien Adjustable Rate Residential Mortgage Loans             6 Month LIBOR                     2.94% - 8.33%       2021 - 2027
1st Lien Adjustable Rate Residential Mortgage Loans             1 Year CMT                        5.25% - 10.75%      2004 - 2018


   Total Residential Mortgage Loans



1st Lien Adjustable Rate Commercial Mortgage Loans              1 Month LIBOR, with interest
                                                                rate floor of 9.125% - 10.75%     9.125% - 10.75%     2002 - 2003
1st Lien Adjustable Rate Commercial Mortgage Loans              3 and 6 Month LIBOR, with
                                                                interest rate floor of 9.375%         9.375%          2003 - 2004
1st Lien Hybrid Commercial Mortgage Loans                       Fixed through March 2004; 6
                                                                Month LIBOR through maturity         10.875%             2009


    Total Commercial Mortgage Loans





                                                                                     Principal
                                                                                     Subject to
                                                                  Net Carrying       Delinquent         Face Amount
Mortgage Loan Description/Type                                       Value            Interest          of Mortgage
                                                                                            

1st Lien Adjustable Rate Residential Mortgage Loans              394,134,407.00     1,559,038.00       391,219,634.00
1st Lien Adjustable Rate Residential Mortgage Loans              817,818,191.00     1,555,804.00       814,788,997.00
1st Lien Adjustable Rate Residential Mortgage Loans              262,909,464.00     1,946,513.00       264,459,806.00
                                                                                                     ----------------

   Total Residential Mortgage Loans                            1,474,862,062.00     5,061,355.00     1,470,468,437.00
                                                                                                     ================


1st Lien Adjustable Rate Commercial Mortgage Loans
                                                                  26,073,937.00               --        26,184,860.00
1st Lien Adjustable Rate Commercial Mortgage Loans
                                                                  15,788,616.00               --        16,099,073.00
1st Lien Hybrid Commercial Mortgage Loans
                                                                   9,221,167.00               --         9,506,357.00
                                                                                                     ----------------

    Total Commercial Mortgage Loans                               51,083,720.00               --        51,790,290.00
                                                                                                     ================




REDWOOD TRUST, INC.
 SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
 DECEMBER 31, 2001
 (ALL DOLLARS IN THOUSANDS)




                                                          Residential       Commercial          Total
                                                          -----------       ----------       ----------
                                                                                    
Mortgage Loans on Real Estate at January 1, 2001            1,130,997           76,082        1,207,079
Acquisitions                                                  674,812            1,710          676,522
Sales                                                              --           (7,731)          (7,731)
Principal Payments                                           (323,899)         (18,916)        (342,815)
Amortization                                                   (6,720)             224           (6,496)
Credit Provision                                                 (767)              --             (767)
Net Charge Offs                                                   382               --              382
Lower of Cost or Market Adjustment (Income Statement)              57             (285)            (228)
Mortgage Loans on Real Estate at December 31, 2001          1,474,862           51,084        1,525,946