EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this 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