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September 27, 2023
Brooke E. Carillo
Chief Financial Officer
Redwood Trust, Inc.
One Belvedere Place, Suite 300
Mill Valley, CA 94941
Re:Redwood Trust, Inc.
Form 10-K for the year ended December 31, 2022
Form 8-K filed July 27, 2023
Response dated September 13, 2023
File No. 001-13759
Dear Brooke E. Carillo:
            We have reviewed your September 13, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 31, 2023 letter.
Form 8-K Filed July 27, 2023
Exhibit 99.1
Non-GAAP Disclosures, page 10
1.We have reviewed your response to comment 1.  Please clarify the following related to
your change in economic basis of investments adjustment:
•We note that you believe that Earnings Available for Distribution ("EAD") is a non-
GAAP measure that can supplement your analysis of your ability to pay dividends.
In light of this purpose, please tell us how you determined it was appropriate to adjust
net earnings to include what appears to be a non-cash item to arrive at EAD.
•Please further elaborate for us why the component of your investments’ market value
changes associated with the passage of time provides useful information for

 FirstName LastNameBrooke E. Carillo
 Comapany NameRedwood Trust, Inc.
 September 27, 2023 Page 2
 FirstName LastName
Brooke E. Carillo
Redwood Trust, Inc.
September 27, 2023
Page 2
investors.
•Please clarify for us how this adjustment isolates the changes associated with the
passage of time, as it appears to be based, in part, on the GAAP fair value, which
would be based, in part, on changes in benchmark interest rates, credit spreads and
other factors.
•In your example, you discuss an instrument with a fair value that is 85% of par value.
Please clarify for us how the following variations to your example would factor into
your calculation of your expected economic return and/or EAD: (1) originated loan at
100% of par value and a current fair value of 85% of par value, (2) loan purchased at
75% of par value and a current fair value of 85% of par value, (3) loan purchased at
100% of par value and a current fair value of 85% of par value, (4) loan where the
company expects losses on the security.
•To enable us to better understand the mechanics of your calculation, please clarify for
us if there is a different impact to your adjustment and/or to EAD for a loan that was
originated at 100% of par value with a current fair value of 85% of par value as
compared to a loan originated at 100% of par value with a current fair value of 100%
of par value.  In your response, please address the impact to an individual quarter, as
well as over the 10 year life of the instrument.
            You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction