===========================================================================


                       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: November 21, 1996



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



              California                File No. 0-19231         68-0166366
   (State or other jurisdiction of  (Commision 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) 545-9611





===========================================================================


<PAGE>



Item 5.  Other Events

Press release for the following (article attached):

         1.   Redwood Empire Bancorp Board approves combination of Allied Bank 
and National Bank of the Redwoods subsidiaries.









                                   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.



             11-21-96
Date:  ___________________           REDWOOD EMPIRE BANCORP
                                     (Registrant)


                                          /s/ James E. Beckwith
                                      By:__________________________
                                          James E. Beckwith
                                          Senior Vice President and
                                          Chief Financial Officer


<PAGE>



News Release

                        FOR:     REDWOOD EMPIRE BANCORP

                APPROVED BY:     James Beckwith
                                 Chief Financial Officer
                                 (707) 573-4988

                    CONTACT:     Morgen-Walke Associates, Inc.
                                 Doug Sherk, Jenifer Kirtland, David Gennarelli
                                 (415) 296-7383
                                 Emily Dupree, Elyssa Grabowski
For Immediate Release            (212) 850-5600


            REDWOOD EMPIRE BOARD APPROVES COMBINATION OF ALLIED BANK AND 
                     NATIONAL BANK OF THE REDWOODS SUBSIDIARIES

SANTA ROSA, CA (November 20, 1996) -- Redwood Empire  Bancorp (AMEX:  REB) today
announced  that its  Board of  Directors  has  approved  a  combination  plan to
consolidate  its Allied Bank  subsidiary  into its National Bank of the Redwoods
subsidiary. Under the plan, the assets and liabilities of Allied Bank, a savings
institution,  which  include its  deposits,  branches and mortgage  loans,  will
become  a part  of  National  Bank  of the  Redwoods,  a  commercial  bank.  The
transaction is subject to regulatory  approval and is expected to be consummated
by the end of the second quarter of 1997. In addition,  the Company has begun to
significantly  downsize Allied's "A" paper wholesale  mortgage banking business,
while continuing to focus on its sub-prime and retail mortgage lending.

         "The  combination  of Allied into National Bank of the Redwoods and the
restructuring  of  Allied's  operations  allows the Company to focus on its more
profitable  banking  activities  and to  improve  shareholder  value,"  said Tom
Whitaker,  Chairman of Redwood Empire Bancorp. "We expect to achieve significant
cost savings from our efforts and to leverage common multiple market and product
strategies of the two organizations as well. The new Redwood Empire Bancorp will
be a cohesive, market-driven banking franchise. The resultant bank will be 
eighth largest community bank in Northern California."

         The Company  anticipates  that  certain  restructuring  charges will be
taken  relating  to  closure  of  facilities,   planned  staff   reductions  and
duplicative  fixed  assets.  These  restructuring  charges are expected to range
between $1.5 million to $2.0 million. Although there can be no assurance as to 
success,  the Company is examining  various measures to mitigate these 
restructuring charges.

         Redwood  Empire  Bancorp  is the  holding  company  for  two  operating
subsidiaries:  Allied Bank, F.S.B., a savings institution,  and National Bank of
the Redwoods,  a commercial bank. The Company operates through branches and loan
production offices in various California locations, as well as Portland, Oregon.


                                              # # #
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{"company-data": {"conformed-name": "REDWOOD EMPIRE BANCORP", "cik": "0000840007", "assigned-sic": "6021", "irs-number": "680166366", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10868", "film-number": "96671491"}, "business-address": {"street1": "111 SANTA ROSA AVENUE", "city": "SANTA ROSA", "state": "CA", "zip": "95402", "phone": "7075459611"}, "mail-address": {"city": "111 SANTA ROSA AVENU", "state": "CA", "zip": "95404-4905"}}
===========================================================================

                       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: November 21, 1996

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

              California                File No. 0-19231         68-0166366
   (State or other jurisdiction of  (Commision 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) 545-9611

===========================================================================
Item 5.  Other Events

Press release for the following (article attached):

         1.   Redwood Empire Bancorp Board approves combination of Allied Bank 
and National Bank of the Redwoods subsidiaries.

                                   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.

             11-21-96
Date:  ___________________           REDWOOD EMPIRE BANCORP
                                     (Registrant)

                                          /s/ James E. Beckwith
                                      By:__________________________
                                          James E. Beckwith
                                          Senior Vice President and
                                          Chief Financial Officer
News Release

                        FOR:     REDWOOD EMPIRE BANCORP

                APPROVED BY:     James Beckwith
                                 Chief Financial Officer
                                 (707) 573-4988

                    CONTACT:     Morgen-Walke Associates, Inc.
                                 Doug Sherk, Jenifer Kirtland, David Gennarelli
                                 (415) 296-7383
                                 Emily Dupree, Elyssa Grabowski
For Immediate Release            (212) 850-5600

            REDWOOD EMPIRE BOARD APPROVES COMBINATION OF ALLIED BANK AND 
                     NATIONAL BANK OF THE REDWOODS SUBSIDIARIES

SANTA ROSA, CA (November 20, 1996) -- Redwood Empire  Bancorp (AMEX:  REB) today
announced  that its  Board of  Directors  has  approved  a  combination  plan to
consolidate  its Allied Bank  subsidiary  into its National Bank of the Redwoods
subsidiary. Under the plan, the assets and liabilities of Allied Bank, a savings
institution,  which  include its  deposits,  branches and mortgage  loans,  will
become  a part  of  National  Bank  of the  Redwoods,  a  commercial  bank.  The
transaction is subject to regulatory  approval and is expected to be consummated
by the end of the second quarter of 1997. In addition,  the Company has begun to
significantly  downsize Allied's "A" paper wholesale  mortgage banking business,
while continuing to focus on its sub-prime and retail mortgage lending.

         "The  combination  of Allied into National Bank of the Redwoods and the
restructuring  of  Allied's  operations  allows the Company to focus on its more
profitable  banking  activities  and to  improve  shareholder  value,"  said Tom
Whitaker,  Chairman of Redwood Empire Bancorp. "We expect to achieve significant
cost savings from our efforts and to leverage common multiple market and product
strategies of the two organizations as well. The new Redwood Empire Bancorp will
be a cohesive, market-driven banking franchise. The resultant bank will be 
eighth largest community bank in Northern California."

         The Company  anticipates  that  certain  restructuring  charges will be
taken  relating  to  closure  of  facilities,   planned  staff   reductions  and
duplicative  fixed  assets.  These  restructuring  charges are expected to range
between $1.5 million to $2.0 million. Although there can be no assurance as to 
success,  the Company is examining  various measures to mitigate these 
restructuring charges.

         Redwood  Empire  Bancorp  is the  holding  company  for  two  operating
subsidiaries:  Allied Bank, F.S.B., a savings institution,  and National Bank of
the Redwoods,  a commercial bank. The Company operates through branches and loan
production offices in various California locations, as well as Portland, Oregon.

                                              # # #