UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 15


CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                               Commission File Number    0-25884
                                                                         -------

                             Redwood Financial, Inc.
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             (Exact name of registrant as specified in its charter)


                     317 S. Washington Street, P.O. Box 317,
              Redwood Falls, Minnesota 56283-0317; (507) 637-8730
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                     common stock, $0.10 par value per share
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            (Title of each class of securities covered by this Form)


                                 Not applicable
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         (Titles of all other classes of securities for which a duty to
               file reports under section 13(a) or 15(d) remains)


         Please place an X in the box(es) to  designate,  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)      [X]         Rule 12h-3(b)(1)(i)       [X]
          Rule 12g-4(a)(1)(ii)     [ ]         Rule 12h-3(b)(1)(ii)      [ ]
          Rule 12g-4(a)(2)(i)      [ ]         Rule 12h-3(b)(2)(i)       [ ]
          Rule 12g-4(a)(2)(ii)     [ ]         Rule 12h-3(b)(2)(ii)      [ ]
                                               Rule 15d-6                [ ]

         Approximate number of holders of record as of the certification or
notice date:     99
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         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934
Redwood Financial, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:    August 5, 1999          By:      /s/ Paul W. Pryor
      -----------------------             --------------------------------------
                                 Paul W. Pryor, President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.