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

                                  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: January 27, 1999



                             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





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


<PAGE>



Item 5.  Other Events

Press releases for the following (article attached):

         Redwood  Empire  Bancorp  reports  fourth  quarter  and full  year 1998
financial results.











                                   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.



           1/27/99
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 REPORTS FOURTH QUARTER
                      AND FULL YEAR 1998 FINANCIAL RESULTS

SANTA ROSA, Calif. (January 27, 1999) -- Redwood Empire Bancorp (Nasdaq: REBC) 
today announced financial results for the fourth quarter and full year ended 
December 31, 1998.
         Net income for the fourth quarter increased 37% to $1,438,000, or $0.41
diluted per share. This compares with net income $1,052,000 or $0.31 per diluted
share for the fourth quarter a year ago and net income of  $1,335,000,  or $0.38
per diluted share in the third  quarter of 1998.  Return on equity was 15.02% in
the  fourth  quarter,  compared  with  12.84% a year ago and 14.58% in the third
quarter.
         Net income for the full year ended  December 31, 1998 was $5,091,000 or
$1.47 per diluted  share.  This  compares with net income of $3,441,000 or $1.02
per  diluted  share for 1997.  Return on equity was 14.17% in 1998  compared  to
10.97% in 1997.
         "We are  pleased  to  report  another  year of  significantly  improved
financial performance," noted Tom Whitaker,  Chairman of Redwood Empire Bancorp.
"Our full year performance  reflects the achievement of key goals we established
at the  beginning  of the  year  for  improved  asset  quality  and fee  revenue
enhancement.  We enter 1999 with the goals of continued  improvement  in each of
these areas along with improved  efficiency  and earning  asset  growth.  We are
confident that our efforts will translate into further earnings growth."

<PAGE>




         Consolidated  net interest income for the fourth quarter was $4,774,000
compared to $4,960,000 for the year ago period. On an annual basis, net interest
income totaled $18,880,000 in 1998 compared to $20,519,000 in 1997. Net interest
margin for the quarter was 4.98%,  compared to 4.68% one year ago, and 5.13% for
the third quarter.  Average earning assets totaled  $383,382,000  for the fourth
quarter  of 1998  compared  to  $423,986,000  in the  same  period  of 1997  and
$383,168,000 in the third quarter of 1998.
         The loan loss  provision was $510,000 for the 1998 quarter  compared to
$465,000  for the  same  quarter  in  1997.  For the full  year,  the loan  loss
provision amounted to $2,040,000 compared to $2,100,000 for 1997. For the fourth
quarter,  net chargeoffs  were  $695,000,  or 0.92% of average total loans on an
annualized  basis,  compared to $809,000,  or 1.04%,  one year ago. On an annual
basis, net chargeoffs were  $1,643,000,  or 0.56% of average total loans in 1998
compared to $1,495,000, or 0.46% in 1997.
         Non-performing  assets at December 31, 1998 were $8,911,000,  or 2.11%,
of total  assets.  This  compares to  $16,621,000  and 3.71% of total  assets at
December 31,  1997.  Non-performing  assets  declined by  $7,710,000,  or 46.4%,
during 1998. As of December 31, 1998  non-accrual  loans amounted to $5,556,000.
Restructured  loans  totaled  $1,045,000  and  foreclosed  real estate and other
assets totaled $2,310,000.
         "We have achieved  great  progress in the  reduction of  non-performing
assets and this continues to be a high priority for management," said Whitaker.
          Fee  income  was  $4,190,000  for  the  fourth  quarter   compared  to
$2,207,000 in the fourth quarter of 1997. Fee income for the year ended December
31, 1998 was  $15,666,000,  an increase of 54.45% from 1997's  $10,143,000.  The
increase is  attributable  to the strong  performance of Valley  Financial,  the
Company's  mortgage loan brokerage  strategic business unit and Redwood Merchant
Services, the Company's merchant credit card processing strategic business unit.
         Non-interest  expense  was  $7,023,000  in the  fourth  quarter of 1998
compared  to  $5,548,000  in the  same  period  last  year.  For the  full  year
non-interest  expense was  $25,313,000  compared to $22,855,000 for 1997. In the
fourth quarter the Company recorded a non-recurring $600,000 tax

<PAGE>



benefit as a result of a change in estimate associated with a deferred tax item.
As a result of the tax benefit,  the  Company's  effective  tax rate in 1998 was
29.2% as compared to 39.7% in 1997.
         Total  assets were  $422,299,000  at  year-end.  Common book value per 
share was $11.47. The Company's Tier 1 capital to average assets ratio was 8.84%
as of December 31, 1998.
         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.
         The  statements  contained in this  release,  which are not  historical
facts,   are   forward-looking   statements   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.

                               (Tables to follow)


<PAGE>







                                     REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

             (Dollars in thousands except for earnings per share and share data)


<TABLE>
<CAPTION>

                                                            Three Months Ended         Twelve Months Ended
                                             December 31        December 31       December 31       December 31
                                                 1998              1997               1998              1997
                                            ---------------   ----------------   ---------------   ---------------
<S>                                         <C>               <C>                <C>               <C> 
Interest income                                                        $8,881           $33,059           $37,306
                                                     8,084
  
Interest expense                                     3,310              3,921            14,179            16,787
                                            ---------------   ----------------   ---------------   ---------------
Net interest income                                  4,774              4,960            18,880            20,519
Provision for loan losses                              510                465             2,040             2,100
                                            ---------------   ----------------   ---------------   ---------------
Net interest income after loan loss                  4,264              4,495            16,840            18,419
provision
Other income                                         4,190              2,707            15,666            10,143
Other expense                                        7,023              5,548            25,313            22,855
                                            ---------------   ----------------   ---------------   ---------------
Income before taxes                                  1,431              1,654             7,193             5,707
Income tax expense                                     (7)                602             2,102             2,266
                                            ---------------   ----------------   ---------------   ---------------
Net income                                           1,438              1,052             5,091             3,441
Preferred dividends                                                       112               112               449
                                                         -
                                            ---------------   ----------------                     ---------------
                                            ===============   ================   ===============   ===============
Net income available for common                     $1,438               $940            $4,979            $2,992
                                            ===============   ================   ===============   ===============



Basic earnings per share:
  Net income                                          $.43               $.32             $1.57             $1.08
  Weighted average shares                        3,379,000          2,920,000         3,170,000         2,776,000

Diluted:
  Net income                                          $.41               $.31             $1.47             $1.02
  Weighted average shares                        3,466,000          3,419,000         3,465,000         3,378,000


Selected Ratios
Return on Average Total Equity                     15.02 %            12.84 %           14.17 %           10.97 %
Return on Average Assets                            1.37 %              .93 %            1.20 %             .75 %

</TABLE>
<TABLE>
<CAPTION>
                                                                 Selected Balance Sheet Data
                                                                        (In Thousands)

                                                                December 31       December 31
                                                                   1998               1997
                                                              ----------------   ---------------

<S>                                                                  <C>               <C>     
Total Loans, including Mortgage Loans Held for Sale                  $301,936          $299,325
Allowance for Loan Loss                                                 8,041             7,645
Total Assets                                                          422,299           446,719
Total Deposits                                                        364,720           391,421
Equity Capital                                                         38,640            33,243
Nonperforming Assets                                                    8,911            16,621
</TABLE>
[{"type": "8-K", "sequence": "1", "description": "4TH QTR '98 PRESS RELEASE", "secsgml_size_bytes": 12772}]
{"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": "99517983"}, "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: January 27, 1999

                             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  reports  fourth  quarter  and full  year 1998
financial results.

                                   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.

           1/27/99
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 REPORTS FOURTH QUARTER
                      AND FULL YEAR 1998 FINANCIAL RESULTS

SANTA ROSA, Calif. (January 27, 1999) -- Redwood Empire Bancorp (Nasdaq: REBC) 
today announced financial results for the fourth quarter and full year ended 
December 31, 1998.
         Net income for the fourth quarter increased 37% to $1,438,000, or $0.41
diluted per share. This compares with net income $1,052,000 or $0.31 per diluted
share for the fourth quarter a year ago and net income of  $1,335,000,  or $0.38
per diluted share in the third  quarter of 1998.  Return on equity was 15.02% in
the  fourth  quarter,  compared  with  12.84% a year ago and 14.58% in the third
quarter.
         Net income for the full year ended  December 31, 1998 was $5,091,000 or
$1.47 per diluted  share.  This  compares with net income of $3,441,000 or $1.02
per  diluted  share for 1997.  Return on equity was 14.17% in 1998  compared  to
10.97% in 1997.
         "We are  pleased  to  report  another  year of  significantly  improved
financial performance," noted Tom Whitaker,  Chairman of Redwood Empire Bancorp.
"Our full year performance  reflects the achievement of key goals we established
at the  beginning  of the  year  for  improved  asset  quality  and fee  revenue
enhancement.  We enter 1999 with the goals of continued  improvement  in each of
these areas along with improved  efficiency  and earning  asset  growth.  We are
confident that our efforts will translate into further earnings growth."
Consolidated  net interest income for the fourth quarter was $4,774,000
compared to $4,960,000 for the year ago period. On an annual basis, net interest
income totaled $18,880,000 in 1998 compared to $20,519,000 in 1997. Net interest
margin for the quarter was 4.98%,  compared to 4.68% one year ago, and 5.13% for
the third quarter.  Average earning assets totaled  $383,382,000  for the fourth
quarter  of 1998  compared  to  $423,986,000  in the  same  period  of 1997  and
$383,168,000 in the third quarter of 1998.
         The loan loss  provision was $510,000 for the 1998 quarter  compared to
$465,000  for the  same  quarter  in  1997.  For the full  year,  the loan  loss
provision amounted to $2,040,000 compared to $2,100,000 for 1997. For the fourth
quarter,  net chargeoffs  were  $695,000,  or 0.92% of average total loans on an
annualized  basis,  compared to $809,000,  or 1.04%,  one year ago. On an annual
basis, net chargeoffs were  $1,643,000,  or 0.56% of average total loans in 1998
compared to $1,495,000, or 0.46% in 1997.
         Non-performing  assets at December 31, 1998 were $8,911,000,  or 2.11%,
of total  assets.  This  compares to  $16,621,000  and 3.71% of total  assets at
December 31,  1997.  Non-performing  assets  declined by  $7,710,000,  or 46.4%,
during 1998. As of December 31, 1998  non-accrual  loans amounted to $5,556,000.
Restructured  loans  totaled  $1,045,000  and  foreclosed  real estate and other
assets totaled $2,310,000.
         "We have achieved  great  progress in the  reduction of  non-performing
assets and this continues to be a high priority for management," said Whitaker.
          Fee  income  was  $4,190,000  for  the  fourth  quarter   compared  to
$2,207,000 in the fourth quarter of 1997. Fee income for the year ended December
31, 1998 was  $15,666,000,  an increase of 54.45% from 1997's  $10,143,000.  The
increase is  attributable  to the strong  performance of Valley  Financial,  the
Company's  mortgage loan brokerage  strategic business unit and Redwood Merchant
Services, the Company's merchant credit card processing strategic business unit.
         Non-interest  expense  was  $7,023,000  in the  fourth  quarter of 1998
compared  to  $5,548,000  in the  same  period  last  year.  For the  full  year
non-interest  expense was  $25,313,000  compared to $22,855,000 for 1997. In the
fourth quarter the Company recorded a non-recurring $600,000 tax
benefit as a result of a change in estimate associated with a deferred tax item.
As a result of the tax benefit,  the  Company's  effective  tax rate in 1998 was
29.2% as compared to 39.7% in 1997.
         Total  assets were  $422,299,000  at  year-end.  Common book value per 
share was $11.47. The Company's Tier 1 capital to average assets ratio was 8.84%
as of December 31, 1998.
         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.
         The  statements  contained in this  release,  which are not  historical
facts,   are   forward-looking   statements   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.

                               (Tables to follow)
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

             (Dollars in thousands except for earnings per share and share data)
Three Months Ended         Twelve Months Ended
                                             December 31        December 31       December 31       December 31
                                                 1998              1997               1998              1997
                                            ---------------   ----------------   ---------------   ---------------
Interest income                                                        $8,881           $33,059           $37,306
                                                     8,084
  
Interest expense                                     3,310              3,921            14,179            16,787
                                            ---------------   ----------------   ---------------   ---------------
Net interest income                                  4,774              4,960            18,880            20,519
Provision for loan losses                              510                465             2,040             2,100
                                            ---------------   ----------------   ---------------   ---------------
Net interest income after loan loss                  4,264              4,495            16,840            18,419
provision
Other income                                         4,190              2,707            15,666            10,143
Other expense                                        7,023              5,548            25,313            22,855
                                            ---------------   ----------------   ---------------   ---------------
Income before taxes                                  1,431              1,654             7,193             5,707
Income tax expense                                     (7)                602             2,102             2,266
                                            ---------------   ----------------   ---------------   ---------------
Net income                                           1,438              1,052             5,091             3,441
Preferred dividends                                                       112               112               449
                                                         -
                                            ---------------   ----------------                     ---------------
                                            ===============   ================   ===============   ===============
Net income available for common                     $1,438               $940            $4,979            $2,992
                                            ===============   ================   ===============   ===============

Basic earnings per share:
  Net income                                          $.43               $.32             $1.57             $1.08
  Weighted average shares                        3,379,000          2,920,000         3,170,000         2,776,000

Diluted:
  Net income                                          $.41               $.31             $1.47             $1.02
  Weighted average shares                        3,466,000          3,419,000         3,465,000         3,378,000

Selected Ratios
Return on Average Total Equity                     15.02 %            12.84 %           14.17 %           10.97 %
Return on Average Assets                            1.37 %              .93 %            1.20 %             .75 %
Selected Balance Sheet Data
                                                                        (In Thousands)

                                                                December 31       December 31
                                                                   1998               1997
                                                              ----------------   ---------------
Total Loans, including Mortgage Loans Held for Sale                  $301,936          $299,325
Allowance for Loan Loss                                                 8,041             7,645
Total Assets                                                          422,299           446,719
Total Deposits                                                        364,720           391,421
Equity Capital                                                         38,640            33,243
Nonperforming Assets                                                    8,911            16,621