EXHIBIT 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 26, 2002, relating to the
consolidated financial statements, which appears in Redwood Trust, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2001. We also consent to the
incorporation by reference of our report dated February 26, 2002 relating to the
financial statement schedules, which appears in such Annual Report on Form
10-K/A.


/s/ PricewaterhouseCoopers LLP
San Francisco, California
May 28, 2002