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                                  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: February 27, 2001



                             REDWOOD EMPIRE BANCORP
            (Exact number of Registrant as specified in its charter)



        California                     File No. 0-19231           68-0166366
(State or other jurisdiction of    (Commission File Number)     (IRS Employer)
 Incorporated or organization)                               Identification No.)



    111 Santa Rosa Avenue, Santa Rosa, California                 95404-4905
    (Address of principal executive offices)                      (Zip Code)



       Registrant's telephone number, including area code: (707) 573-4800





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Item 5.  Other Events

Press release for the following (article attached):

     Redwood Empire Bancorp  announces  completion of pooled trust preferred
     offering.










                                   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.


             02-27-01
Date:  ___________________              REDWOOD EMPIRE BANCORP
                                            (Registrant)


                                             /s/ James E. Beckwith
                                        By: _____________________________
                                            James E. Beckwith
                                            Executive Vice President and
                                            Chief Operating Officer








                                               FOR:  REDWOOD EMPIRE BANCORP
                                       APPROVED BY:  James E. Beckwith
                                                     EVP/Chief Operating Officer
                                                     (707) 522-5215

For Immediate Release

                 REDWOOD EMPIRE BANCORP ANNOUNCES COMPLETION OF
                         POOLED TRUST PREFERRED OFFERING

SANTA ROSA, Calif.  (February 26, 2001) -- Redwood Empire Bancorp (NASDAQ: REBC)
reported today that the Company has completed its $10,000,000 participation in a
pooled trust preferred securities offering.  The financing,  which qualifies for
tier 1  capital  treatment,  bears an  interest  rate of 10.2%  and is due in 30
years.  Debt  issuance  costs  amounted to  approximately  $300,000  and will be
amortized  over the life of the  offering.  "The  funds are being used for stock
repurchases and other corporate purposes," stated President Patrick Kilkenny.

     The trust  preferred  securities  have not been and will not be  registered
under the Securities  Act of 1933, as amended,  or applicable  state  securities
laws and, unless so registered,  may not be offered or sold in the United States
absent   registration   or  an  applicable   exemption  from  the   registration
requirements  of the  Securities Act of 1933, as amended,  and applicable  state
securities laws.

     This  press  release  shall  not   constitute  an  offer  to  sell  or  the
solicitation  of an offer to buy the  trust  preferred  securities.  This  press
release is being issued  pursuant to and in accordance  with Rule 135c under the
Securities Act of 1933, as amended.

     Redwood  Empire  Bancorp is the holding  company for  National  Bank of the
Redwoods,  a commercial  bank. The Company  operates through branches in Sonoma,
Mendocino and Lake Counties.

     All statements  contained in this release,  which are not historical facts,
are  forward-looking  statements,  within  the  meaning  of  Section  21E of the
Securities  Exchange  Act, that are subject to risks and  uncertainties.  Actual
results  may  differ   materially   from  those  set  forth  in  or  implied  by
forward-looking   statements.   These  risks  are  described  in  the  Company's
Securities and Exchange Commission filings.  The Company expressly disclaims any
obligation or  undertaking  to release  publicly any updates or revisions to any
forward-looking  statements  contained  herein to  reflect  any  changes  in the
Company's  expectations with regard thereto or any change in events,  conditions
or circumstances on which any such statements are based.

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