Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
HANSEN DOUGLAS B
   2. Issuer Name and Ticker or Trading Symbol
REDWOOD TRUST INC [RWT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
1 BELVEDERE PLACE, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004
(Street)

MILL VALLEY, CA 94941		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/30/2004   M   5,000 A $ 24.5 140,569 D  
Common Stock 11/30/2004   F   2,128 D $ 57.5402 138,441 D  
Common Stock 11/30/2004   F   1,186 D $ 57.5402 137,255 D  
Common Stock 11/30/2004   M   20,000 A $ 36.875 157,255 D  
Common Stock 11/30/2004   F   12,817 D $ 57.5402 144,438 D  
Common Stock 11/30/2004   F   2,969 D $ 57.5402 141,469 D  
Common Stock 11/30/2004   S   4,215 D $ 57.5402 137,254 D  
Common Stock 11/30/2004   S   1,685 D $ 57.5402 135,569 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 36.875 11/30/2004   M     20,000   (1) 12/13/2006 Common Stock 20,000 $ 0 7,100 D  
Non-Qualified Stock Option (right to buy) $ 24.5 11/30/2004   M     5,000   (2) 12/17/2011 Common Stock 5,000 $ 0 14,690 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HANSEN DOUGLAS B
1 BELVEDERE PLACE
SUITE 300
MILL VALLEY, CA 94941		   X     President  

Signatures

 By: Harold F. Zagunis For: Douglas B. Hansen   12/02/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) 2,670 options vest on December 31, 1996. The remaining 24,430 options vest annually in ten equal installments of 2,443 on the 4th day of May from 1997 through 2006.
(2) 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.

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