Exhibit 24.2


                               CONSENT OF COUNSEL


TO REDWOOD MORTGAGE INVESTORS VIII


     We hereby  consent to the use in this  Registration  Statement on Form S-11
and any  amendments or supplements of our form of opinions in respect to certain
tax and ERISA matters and legality as to the issuance of securities,  and to any
reference to our firm included in or made a part of the Registration  Statement.
In giving this consent, we do not thereby admit that we come within the category
of persons  whose  consent is  required  under the  Securities  Act of 1933,  as
amended, or the Rules and Regulations promulgated thereunder.


                                  -----------------------------------------
                                  Stephen C. Ryan & Associates



San Francisco, California


______________,1996