UNITED STATES
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): January 14, 2009
 

REDWOOD TRUST, INC.
(Exact name of Registrant as specified in its charter)

Maryland
1-13759
68-0329422
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

One Belvedere Place, Suite 300
Mill Valley, California 94941
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (415) 389-7373

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o
 Written communications pursuant to Rule 425 under the Securities Act

o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 
 
Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 of this Current Report is also being furnished under Item 7.01—“Regulation FD Disclosure” of Form 8-K.  Such information, including the exhibits attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

On January 14, 2009, we issued a press release announcing certain preliminary financial estimates for the quarter ended December 31, 2008.  The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

The information in this Item 7.01 of this Current Report is also being furnished under Item 2.02—“Results of Operations and Financial Condition” of Form 8-K.  Such information, including the exhibits attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On January 14, 2009, we issued a press release announcing certain preliminary financial estimates for the quarter ended December 31, 2008 and announcing a proposed common stock offering.  The text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits. 
 
 
(d)
Exhibits
 
Exhibit No .  
  
Exhibit Title 
 99.1
  
Press Release dated January 14, 2009
 
 
 
 

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 hereunto duly authorized.
 
REDWOOD TRUST, INC.
  
       
 
By:
/s/ MARTIN S. HUGHES
  
   
Martin S. Hughes 
  
   
President, Co-Chief Operating Officer and Chief Financial Officer
  
       
 
 
 
 
 
Exhibit Index
 
Exhibit No .  
  
Exhibit Title 
 99.1
  
Press Release dated January 14, 2009