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): November 4, 1996
                                                         ----------------


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



         Minnesota                    0-25884                     41-1807233
- ----------------------------   ------------------------        ----------------
(State or other jurisdiction   (Commission File Number)        (I.R.S. Employer
      of incorporation)                                      Identification No.)



301 S. Washington Street, P.O. Box 317, Redwood Falls, Minnesota      56283
- ----------------------------------------------------------------   -------------
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number, including area code:           (507) 637-8730
                                                              ---------------



                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)






Item 5.  Other Events
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        The  Registrant  issued a joint  press  release  on  November  4,  1996,
announcing  that it had entered into a letter of intent  ("Letter")  with Olivia
Bancorporation,  Inc.  ("Olivia") and American State Bank of Olivia (the "Bank")
dated  November 1, 1996 and  executed  November 4, 1996 for the  acquisition  of
Olivia and the Bank by the Registrant.  Pursuant to the terms of the Letter, the
Registrant  will  pay  an  aggregate  cash  payment  of  $4.375  million.  It is
anticipated that the Letter will be replaced by a definitive  merger  agreement.
If the definitive  merger  agreement has not been executed within 45 days of the
date of the execution of the Letter (unless extended) the Letter will terminate.

        Consummation  of the  acquisition  is  subject  to  several  conditions,
including  receipt of  applicable  regulatory  approval  and the  completion  of
satisfactory due diligence by the Registrant.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

        (c)    Exhibits:

               Exhibit 2 - Letter of Intent dated November 1, 1996

               Exhibit 99 - Press Release dated November 4, 1996







                                   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.

                                                   REDWOOD FINANCIAL, INC.



Date:  November 4, 1996                     By:    /s/ Paul W. Pryor
                                                   -----------------
                                                   Paul W. Pryor
                                                   President