<PAGE>
                                   
===========================================================================

                                  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: December 29, 1998



                             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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<PAGE>



Item 5.  Other Events

Press releases for the following (article attached):


         Redwood  Empire  Bancorp  announces  redemption of 8 1/2 % subordinated
notes due 2004.










                                   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.



           12/29/98
Date:  ___________________       REDWOOD EMPIRE BANCORP
                                      (Registrant)


                                      /s/ James E. Beckwith
                                 By:  ----------------------
                                      James E. Beckwith
                                      Executive Vice President and
                                      Chief Financial Officer


<PAGE>



                                        FOR:     REDWOOD EMPIRE BANCORP

                                APPROVED BY:     James Beckwith
                                                 Chief Financial Officer
                                                 (707) 522-5215

                                    CONTACT:     Morgen-Walke Associates, Inc.
                                                 John Swenson, Bruce Schoenfeld
                                                 (415) 296-7383
For Immediate Release                            Mark Owen
                                                 (212) 850-5600

             REDWOOD EMPIRE BANCORP ANNOUNCES REDEMPTION OF 8 1/2 %
                           SUBORDINATED NOTES DUE 2004

SANTA ROSA, Calif.  (December 28, 1998) -- Redwood Empire Bancorp (Nasdaq: REBC)
today  announced that on or before January 15, 1999, a notice of redemption will
be  sent  to  holders  of  all  notes  outstanding  of  the  Company's  8  1/2 %
Subordinated  Notes  Due 2004.  The notes  were  issued in 1994.  The  Notice of
Redemption, to be sent by the Company,  stipulates a redemption date of February
15, 1999 and a Redemption  Price payable of 100% of the par amount of the notes.
Monthly  interest due on the notes  payable on February 15, 1999 will be paid in
the normal manner.
         As a result of redeeming the notes prior to maturity,  Redwood  expects
to record in the first  quarter  of 1999 an  extraordinary  charge net of tax of
approximately  $288,000 related to debt issuance costs. A portion of these costs
had previously been amortized on an annual basis but all unamortized  costs will
now be taken as an extraordinary charge net of tax in the quarter of redemption.
         "We are  pleased to  announce  this  redemption  and view it as another
strategic  step in our ongoing  efforts to  consistently  seek ways of improving
shareholder  value,"  said Tom  Whitaker,  chairman of Redwood  Empire  Bancorp.
"Given  the  costs of the  subordinated  notes,  their  redemption  will  have a
positive affect on the Company's future earnings," noted Whitaker.
         Redwood Empire Bancorp is the holding  company for National Bank of the
Redwoods,  a commercial  bank. The Company  operates  through  branches and loan
production offices in various northern California locations.

                                      # # #
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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": "98777847"}, "business-address": {"street1": "111 SANTA ROSA AVENUE", "city": "SANTA ROSA", "state": "CA", "zip": "95404-4905", "phone": "7075734800"}, "mail-address": {"street1": "111 SANTA ROSA AVENUE", "city": "SANTA ROSA", "state": "CA", "zip": "95404-4905"}}
===========================================================================

                                  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: December 29, 1998

                             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

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

Press releases for the following (article attached):

         Redwood  Empire  Bancorp  announces  redemption of 8 1/2 % subordinated
notes due 2004.

                                   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.

           12/29/98
Date:  ___________________       REDWOOD EMPIRE BANCORP
                                      (Registrant)

                                      /s/ James E. Beckwith
                                 By:  ----------------------
                                      James E. Beckwith
                                      Executive Vice President and
                                      Chief Financial Officer
FOR:     REDWOOD EMPIRE BANCORP

                                APPROVED BY:     James Beckwith
                                                 Chief Financial Officer
                                                 (707) 522-5215

                                    CONTACT:     Morgen-Walke Associates, Inc.
                                                 John Swenson, Bruce Schoenfeld
                                                 (415) 296-7383
For Immediate Release                            Mark Owen
                                                 (212) 850-5600

             REDWOOD EMPIRE BANCORP ANNOUNCES REDEMPTION OF 8 1/2 %
                           SUBORDINATED NOTES DUE 2004

SANTA ROSA, Calif.  (December 28, 1998) -- Redwood Empire Bancorp (Nasdaq: REBC)
today  announced that on or before January 15, 1999, a notice of redemption will
be  sent  to  holders  of  all  notes  outstanding  of  the  Company's  8  1/2 %
Subordinated  Notes  Due 2004.  The notes  were  issued in 1994.  The  Notice of
Redemption, to be sent by the Company,  stipulates a redemption date of February
15, 1999 and a Redemption  Price payable of 100% of the par amount of the notes.
Monthly  interest due on the notes  payable on February 15, 1999 will be paid in
the normal manner.
         As a result of redeeming the notes prior to maturity,  Redwood  expects
to record in the first  quarter  of 1999 an  extraordinary  charge net of tax of
approximately  $288,000 related to debt issuance costs. A portion of these costs
had previously been amortized on an annual basis but all unamortized  costs will
now be taken as an extraordinary charge net of tax in the quarter of redemption.
         "We are  pleased to  announce  this  redemption  and view it as another
strategic  step in our ongoing  efforts to  consistently  seek ways of improving
shareholder  value,"  said Tom  Whitaker,  chairman of Redwood  Empire  Bancorp.
"Given  the  costs of the  subordinated  notes,  their  redemption  will  have a
positive affect on the Company's future earnings," noted Whitaker.
         Redwood Empire Bancorp is the holding  company for National Bank of the
Redwoods,  a commercial  bank. The Company  operates  through  branches and loan
production offices in various northern California locations.

                                      # # #