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):  December 30,1996
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                           REDWOOD FINANCIAL, INC.
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            (Exact name of Registrant as specified in its Charter)




         Minnesota                        0-25884                41-1807233
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(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
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(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:             (507) 637-8730
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                                Not Applicable
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         (Former name or former address, if changed since last Report)









Item 5.  Other Events
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      The  Registrant  issued a press  release on December 30, 1996,  announcing
that the 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 terminated.

      Consummation   of  the  proposed   acquisition   was  subject  to  several
conditions,  including  the  completion  of  satisfactory  due  diligence by the
Registrant.  Upon  completion of due diligence,  the Registrant  decided that it
could  not  offer the  consideration  disclosed  in the  Letter.  After  further
negotiations,  the parties could not reach  agreement on a revised price for the
proposed acquisition.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
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      (c)   Exhibits:

            Exhibit 99 - Press Release dated December 30, 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:  December 30, 1996            By:   /s/ Paul W. Pryor
                                          -----------------
                                          Paul W. Pryor
                                          President