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

                                  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: October 16, 2002



                             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 release for the following (article attached):

         Redwood Empire Bancorp reports third quarter 2002 net income.








                                   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.




Date:  10-16-02                             REDWOOD EMPIRE BANCORP
       --------                             ----------------------
                                                (Registrant)


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

<PAGE>

                                            FOR:  REDWOOD EMPIRE BANCORP
                                    APPROVED BY:  James Beckwith
                                                  EVP/Chief Operating Officer
                                                  (707) 522-5215
For Immediate Release

                         REDWOOD EMPIRE BANCORP REPORTS
                          THIRD QUARTER 2002 NET INCOME

SANTA ROSA, Calif.  (October 16, 2002) -- Redwood Empire Bancorp (NASDAQ:  REBC)
today  reported  net  income of  $1,958,000  or $.54 per  diluted  share for the
quarter ended September 30, 2002. This compares with net income of $1,832,000 or
$.50 per diluted share for the same quarter a year ago.  Return on average total
equity was 27.29% in the third  quarter of 2002,  as compared with 28.86% in the
same quarter a year ago. Return on assets was 1.54% in the third quarter of 2002
as compared to 1.61% one year ago. For the nine months ended September 30, 2002,
net income  was  $5,930,000  or $1.64 per  diluted  share.  This  compares  with
$5,387,000 or $1.39 per diluted share for the first nine months of 2001.  During
the third quarter of 2002, the Company's financial performance was impacted by a
revenue and an expense  item.  In an effort to improve  the risk  profile of the
Company's  investment  portfolio,  management  sold $4,000,000 of corporate debt
securities,  which  resulted in a gain of  $259,000.  In  addition,  the Company
incurred $331,000 in legal and consulting fees associated with certain corporate
activities,  including  exploring  strategic  options  for the  Company  and its
Merchant Bankcard  segment.  The effect of these two items lowered net income by
$45,000 or $0.01 per share.

     Total loans amounted to  $368,528,000  at September 30, 2002 as compared to
$342,911,000 at September 30, 2001, which amounts to an increase of $25,617,000,
or 7%. Total  deposits  amounted to  $452,014,000  as of  September  30, 2002 as
compared to $400,208,000 at September 30, 2001, or a 13% increase.  Total assets
amounted to  $509,863,000  as of September 30, 2002 as compared to  $449,263,000
one year ago, representing a 13% increase.

     Net interest  income  amounted to  $5,271,000 in the third quarter of 2002,
compared to $4,991,000 in the same period in 2001,  which  represents a $280,000
increase.  The increase in net interest  income is primarily  attributable to an
increase in average  earning assets of  $53,961,000  from  $422,591,000  for the
quarter ended September 30, 2001 to $476,552,000 for the quarter ended September
30, 2002.  Net interest  margin for the third  quarter of 2002 declined to 4.39%
from 4.69% one year ago primarily due to the lower interest rate environment and
the Company carrying $36,806,000 in lower yielding average overnight investments
for the quarter ended  September 30, 2002,  as compared to  $19,149,000  in such
investments  for  the  quarter  ended  September  30,  2001.  Average  overnight
investments have increased due to the success of the Company's deposit gathering
activities.  Net interest  income  amounted to  $15,583,000  for the nine months
ended September 30, 2002 as compared to $15,118,000 for the same period one year
ago, representing an increase of $465,000.

<PAGE>

     There  was no loan loss  provision  for the  three  and nine  months  ended
September 30, 2002 and September 30, 2001. Net  charge-offs  were $8,000 or .01%
of average  portfolio  loans for the quarter  ended  September  30, 2002,  on an
annualized  basis, as compared to $95,000 or .12% of average portfolio loans for
the  same  quarter  in  2001,  on an  annualized  basis.  This  compares  to net
charge-offs  of $2,000 of  average  portfolio  loans for the nine  months  ended
September  30,  2002,  on an  annualized  basis,  and $65,000 or .03% of average
portfolio  loans for the first  nine  months of 2001,  on an  annualized  basis.
Non-performing  assets at  September  30, 2002 were  $1,419,000  or .3% of total
assets,  as compared to  non-performing  assets of  $3,176,000,  or .7% of total
assets,  as of December 31, 2001. The allowance for loan losses to nonperforming
assets was 534% as of September  30, 2002 as compared to 239% as of December 31,
2001.

     Non-interest  income amounted to $2,155,000 for the quarter ended September
30,  2002 as  compared to  $1,694,000  in the same period in 2001.  Non-interest
income  amounted to $5,766,000  for the nine months ended  September 30, 2002 as
compared  to  $4,611,000  for the same  period  one  year  ago.  Merchant  draft
processing  revenues  increased from  $1,098,000 in the third quarter of 2001 to
$1,322,000  in the third  quarter  of 2002 as a result of the  unit's  marketing
efforts.  In the third quarter of 2002,  $4,000,000 of corporate debt securities
were sold resulting in a gain of $259,000.  Such  securities were primarily sold
to improve the risk profile of the Company's investment portfolio.  For the nine
month period  ended  September  30, 2002,  merchant  draft  processing  revenues
amounted to  $3,698,000,  an increase of $768,000 from  $2,930,000  for the nine
months ended September 30, 2001.

     Non-interest expense amounted to $4,303,000 for the quarter ended September
30,  2002 as  compared  to  $3,629,000  in the same  period one year ago,  which
represents  an  increase of  $674,000  or 19%.  During the quarter of 2002,  the
Company  incurred  $331,000 in legal and consulting fees associated with certain
corporate activities,  including exploring strategic options for the Company and
its  Merchant  Bankcard  segment.  Without  the  effect of these  expenses,  the
increase in non-interest expense amounted to $343,000 or 9% when compared to the
quarter  ended  September  30,  2001.  Salaries  and benefit  expense  increased
$280,000 or 14% in the three months ended  September  30, 2002 when  compared to
the same  period  one  year  ago.  The  increase  in this  expense  is  directly
attributable to the growth of the Company.  The Company's  efficiency  ratio for
the third  quarter of 2002 amounted to 57.95% as compared to 54.29% for the same
period one year ago.  Non-interest  expense amounted to $11,945,000 for the nine
months ended  September 30, 2002 as compared to  $10,711,000  in the same period
one year ago. This  represents  an increase of  $1,234,000  or 12%.  Without the
effect of the  expenses  referred  to above,  which were  $386,000  for the nine
months ended September 30, 2002, the increase in non-interest expense would have
been  $848,000  or 8% when  compared  to the  same  period  one  year  ago.  The
efficiency ratio for the Company's subsidiary, National Bank of the Redwoods was
50.33% for the quarter  ended  September 30, 2002 as compared to 49.69% one year
ago.  For the  nine  months  ended  September  30,  2002,  National  Bank of the
Redwood's  efficiency ratio was 50.38% as compared to 50.49% for the same period
one year ago.

     For the three and nine months ended  September 30, 2002,  the net income of
the  Company's  community  banking  segment was  $1,490,000  and  $4,577,000  on
revenues  of  $5,963,000  and  $17,196,000.  This  compares  to  net  income  of
$1,356,000 and $4,125,000  and revenues of $5,324,000  and  $15,967,000  for the
same periods one year ago. The net income of


<PAGE>

the Company's  bankcard  segment was $468,000 and  $1,353,000  for the three and
nine months ended  September  30, 2002 versus  $476,000 and  $1,262,000  for the
three and nine months ended September 30, 2001. The merchant bankcard  segment's
net income  comprised 24% and 23% of the Company's  consolidated  net income for
the three and nine months ended  September  30, 2002, as compared to 26% and 23%
for the three and nine months ended September 30, 2001.

     As previously disclosed in the Company's quarterly reports on Form 10-Q for
the  quarters  ended  March 31,  2002 and June 30,  2002,  on January  15,  2002
National  Bank of the  Redwoods  formed  NBR Real  Estate  Investment  Trust,  a
Maryland Real Estate  Investment Trust. The entity was formed to hold the Bank's
real  estate  secured  loans and to better  organize  the Bank's  marketing  and
origination  of real estate  secured  loans.  As a result of the  formation  and
funding of this entity, the Company's  effective tax rate was reduced to 37% for
the quarter ended  September  30, 2002 from 40% for the quarter ended  September
30, 2001.  Costs associated with the  implementation  of this entity amounted to
$49,000 for the third quarter of 2002 and $101,000 on a year to date basis.

     In  August  2001,   the  Company   announced  a  common  stock   repurchase
authorization  to  repurchase  up  to  355,500  shares,   as  adjusted  for  the
three-for-two  stock split announced September 20, 2001. To date, 138,636 shares
have been repurchased,  as adjusted for the three-for-two  stock split announced
September 20, 2001. Under the repurchase program,  the Company plans to purchase
shares  from  time to time on the open  market  and/or in  privately  negotiated
transactions.

     Total assets were $509,863,000 at September 30, 2002. Common book value per
share was $8.34.  The Company's Tier 1 capital to average assets ratio was 7.17%
as of September 30, 2002.

     Redwood  Empire  Bancorp,   through  its  principal  operating  subsidiary,
National Bank of the Redwoods, provides diverse financial products and services.
The Company  offers  commercial  banking  services  primarily to businesses  and
professionals in the North Coast counties of California.  The Company's business
strategy includes the development of fee-based  products and services which will
provide insulation to the Company's results from changes in interest rates.

     Except  for  historical   information   contained  herein,  the  statements
contained  in  this  press  release,   including  statements  concerning  future
increases in the value of Redwood  Empire  Bancorp  stock,  are  forward-looking
statements within the meaning of the "safe harbor"  provisions of Section 27A of
the  Securities  Act of 1933,  as amended,  and  section  21E of the  Securities
Exchange Act or 1934, as amended.  These forward-looking  statements 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
from time to time in Redwood Empire Bancorp's Securities and Exchange Commission
filings, including its Annual Reports on Form 10-K and quarterly reports on Form
10-Q.  Redwood Empire Bancorp disclaims any intent or obligation to update these
forward-looking statements.

                               (Tables to follow)

<PAGE>
<TABLE>
<CAPTION>
                                            REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (Unaudited)
                              (Dollars in thousands except for earnings per share and share data)

                                                                       Three Months Ended              Nine Months Ended
                                                                         September 30,                   September 30,
                                                                      2002            2001            2002            2001
                                                                ----------------------------------------------------------------

<S>                                                                    <C>             <C>             <C>            <C>
Total interest income                                                     $7,806          $8,317         $22,949        $25,812
Total interest expense                                                     2,535           3,326           7,366         10,694
                                                                ----------------------------------------------------------------
Net interest income                                                        5,271           4,991          15,583         15,118
Provision for loan losses                                                    -               -               -              -
                                                                ----------------------------------------------------------------
Net interest income after provision for loan losses                        5,271           4,991          15,583         15,118
                                                                ----------------------------------------------------------------
Service charges on deposit accounts                                          288             284             910            819
Merchant draft processing, net                                             1,322           1,098           3,698          2,930
Loan servicing income                                                         66              69             201            226
Net realized gains on investment securities available for sale               259              22             294             22
Other income                                                                 220             221             663            614
                                                                ----------------------------------------------------------------
   Total noninterest income                                                2,155           1,694           5,766          4,611
                                                                ----------------------------------------------------------------
Salaries and employee benefits                                             2,346           2,066           6,694          6,287
Occupancy and equipment expense                                              531             511           1,588          1,503
Other                                                                      1,426           1,052           3,663          2,921
                                                                ----------------------------------------------------------------
   Total noninterest expense                                               4,303           3,629          11,945         10,711
                                                                ----------------------------------------------------------------
Income before income tax expense                                           3,123           3,056           9,404          9,018
Income tax expense                                                         1,165           1,224           3,474          3,631
                                                                ----------------------------------------------------------------
Net income                                                                $1,958          $1,832          $5,930         $5,387
                                                                ================================================================

Basic earnings per share:
  Net income available for common stock shareholders                       $0.56           $0.51           $1.70          $1.43
  Weighted average shares (1)                                          3,476,000       3,564,000       3,489,000      3,755,000

Diluted earnings per share:
  Net income available for common stock shareholders                       $0.54           $0.50           $1.64          $1.39
  Weighted average shares (1)                                          3,600,000       3,697,000       3,616,000      3,877,000

Selected Ratios
Annualized Return on Average Total Equity                                27.29 %          28.86%         29.16 %         25.67%
Annualized Return on Average Total Assets                                 1.54 %           1.61%          1.63 %          1.61%

(1) Adjusted for three-for-two stock split announced September 20, 2001.
</TABLE>

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

                                                                 September 30,    December 31,    September 30,
                                                                      2002            2001            2001
                                                                -------------------------------------------------

<S>                                                                     <C>             <C>             <C>
Total Loans                                                             $368,528        $351,649        $342,911
Allowance for Loan Losses                                                  7,578           7,580           7,609
Total Assets                                                             509,863         448,742         449,263
Total Deposits                                                           452,014         397,412         400,208
Trust Preferred Debt                                                      10,000          10,000          10,000
Total Shareholders' Equity                                                28,811          26,687          25,846
Nonperforming Assets                                                       1,419           3,176           3,475
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                            REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                                       BUSINESS SEGMENTS
                                                          (Unaudited)
                                                    (Dollars in thousands)

                                                                            Three Months Ended           Nine Months Ended
                                                                            September 30, 2002          September 30, 2002
                                                                        --------------------------------------------------------

                                                                           Community                  Community
                                                                            Banking      Bankcard      Banking       Bankcard
                                                                        --------------------------------------------------------

<S>                                                                              <C>          <C>          <C>           <C>
Total interest income                                                            $7,806       $ ---        $22,949        $ ---
Total interest expense                                                            2,529           6          7,342           24
Interest income (expense) allocation                                              (147)         147          (479)          479
                                                                        --------------------------------------------------------
Net interest income                                                               5,130         141         15,128          455
                                                                        --------------------------------------------------------
Provision for loan losses                                                           ---         ---            ---          ---
Service charges on deposit accounts                                                 288         ---            910          ---
Merchant draft processing, net                                                      ---       1,322            ---        3,698
Loan servicing income                                                                66         ---            201          ---
Net realized gains on investment securities available for sale                      259         ---            294          ---
Other income                                                                        220         ---            663          ---
                                                                        --------------------------------------------------------
   Total noninterest income                                                         833       1,322          2,068        3,698
                                                                        --------------------------------------------------------
Salaries and employee benefits                                                    1,885         461          5,397        1,297
Occupancy and equipment expense                                                     485          46          1,451          137
Other                                                                             1,217         209          3,088          575
                                                                        --------------------------------------------------------
   Total noninterest expense                                                      3,587         716          9,936        2,009
                                                                        --------------------------------------------------------
Income before income tax expense                                                  2,376         747          7,260        2,144
Income tax expense                                                                  886         279          2,683          791
                                                                        --------------------------------------------------------
Net income                                                                       $1,490        $468         $4,577       $1,353
                                                                        ========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                            Three Months Ended           Nine Months Ended
                                                                            September 30, 2001          September 30, 2001
                                                                        --------------------------------------------------------

                                                                           Community                  Community
                                                                            Banking      Bankcard      Banking       Bankcard
                                                                        --------------------------------------------------------

<S>                                                                              <C>          <C>          <C>           <C>
Total interest income                                                            $8,317       $ ---        $25,812        $ ---
Total interest expense                                                            3,323           3         10,686            8
Interest income (expense) allocation                                              (266)         266          (840)          840
                                                                        --------------------------------------------------------
Net interest income                                                               4,728         263         14,286          832
                                                                        --------------------------------------------------------
Provision for loan losses                                                           ---         ---            ---          ---
Service charges on deposit accounts                                                 284         ---            819          ---
Merchant draft processing, net                                                      ---       1,098            ---        2,930
Loan servicing income                                                                69         ---            226          ---
Net realized gains on investment securities available for sale                       22         ---             22          ---
Other income                                                                        221         ---            614          ---
                                                                        --------------------------------------------------------
   Total noninterest income                                                         596       1,098          1,681        2,930
                                                                        --------------------------------------------------------
Salaries and employee benefits                                                    1,695         371          5,173        1,114
Occupancy and equipment expense                                                     472          39          1,386          117
Other                                                                               895         157          2,502          419
                                                                        --------------------------------------------------------
   Total noninterest expense                                                      3,062         567          9,061        1,650
                                                                        --------------------------------------------------------
Income before income tax expense                                                  2,262         794          6,906        2,112
Income tax expense                                                                  906         318          2,781          850
                                                                        --------------------------------------------------------
Net income                                                                       $1,356        $476         $4,125       $1,262
                                                                        ========================================================

</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "sec8k101602.txt", "description": "3RD QTR 2002 RESULTS", "secsgml_size_bytes": 28598}]
{"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": "02791414"}, "business-address": {"street1": "111 SANTA ROSA AVENUE", "street2": "PO BOX 402", "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: October 16, 2002

                             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 release for the following (article attached):

         Redwood Empire Bancorp reports third quarter 2002 net income.

                                   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.

Date:  10-16-02                             REDWOOD EMPIRE BANCORP
       --------                             ----------------------
                                                (Registrant)

                                             /s/ James E. Beckwith
                                        By:  ---------------------------
                                             James E. Beckwith
                                             Executive Vice President and
                                             Chief Operating Officer
FOR:  REDWOOD EMPIRE BANCORP
                                    APPROVED BY:  James Beckwith
                                                  EVP/Chief Operating Officer
                                                  (707) 522-5215
For Immediate Release

                         REDWOOD EMPIRE BANCORP REPORTS
                          THIRD QUARTER 2002 NET INCOME

SANTA ROSA, Calif.  (October 16, 2002) -- Redwood Empire Bancorp (NASDAQ:  REBC)
today  reported  net  income of  $1,958,000  or $.54 per  diluted  share for the
quarter ended September 30, 2002. This compares with net income of $1,832,000 or
$.50 per diluted share for the same quarter a year ago.  Return on average total
equity was 27.29% in the third  quarter of 2002,  as compared with 28.86% in the
same quarter a year ago. Return on assets was 1.54% in the third quarter of 2002
as compared to 1.61% one year ago. For the nine months ended September 30, 2002,
net income  was  $5,930,000  or $1.64 per  diluted  share.  This  compares  with
$5,387,000 or $1.39 per diluted share for the first nine months of 2001.  During
the third quarter of 2002, the Company's financial performance was impacted by a
revenue and an expense  item.  In an effort to improve  the risk  profile of the
Company's  investment  portfolio,  management  sold $4,000,000 of corporate debt
securities,  which  resulted in a gain of  $259,000.  In  addition,  the Company
incurred $331,000 in legal and consulting fees associated with certain corporate
activities,  including  exploring  strategic  options  for the  Company  and its
Merchant Bankcard  segment.  The effect of these two items lowered net income by
$45,000 or $0.01 per share.

     Total loans amounted to  $368,528,000  at September 30, 2002 as compared to
$342,911,000 at September 30, 2001, which amounts to an increase of $25,617,000,
or 7%. Total  deposits  amounted to  $452,014,000  as of  September  30, 2002 as
compared to $400,208,000 at September 30, 2001, or a 13% increase.  Total assets
amounted to  $509,863,000  as of September 30, 2002 as compared to  $449,263,000
one year ago, representing a 13% increase.

     Net interest  income  amounted to  $5,271,000 in the third quarter of 2002,
compared to $4,991,000 in the same period in 2001,  which  represents a $280,000
increase.  The increase in net interest  income is primarily  attributable to an
increase in average  earning assets of  $53,961,000  from  $422,591,000  for the
quarter ended September 30, 2001 to $476,552,000 for the quarter ended September
30, 2002.  Net interest  margin for the third  quarter of 2002 declined to 4.39%
from 4.69% one year ago primarily due to the lower interest rate environment and
the Company carrying $36,806,000 in lower yielding average overnight investments
for the quarter ended  September 30, 2002,  as compared to  $19,149,000  in such
investments  for  the  quarter  ended  September  30,  2001.  Average  overnight
investments have increased due to the success of the Company's deposit gathering
activities.  Net interest  income  amounted to  $15,583,000  for the nine months
ended September 30, 2002 as compared to $15,118,000 for the same period one year
ago, representing an increase of $465,000.
There  was no loan loss  provision  for the  three  and nine  months  ended
September 30, 2002 and September 30, 2001. Net  charge-offs  were $8,000 or .01%
of average  portfolio  loans for the quarter  ended  September  30, 2002,  on an
annualized  basis, as compared to $95,000 or .12% of average portfolio loans for
the  same  quarter  in  2001,  on an  annualized  basis.  This  compares  to net
charge-offs  of $2,000 of  average  portfolio  loans for the nine  months  ended
September  30,  2002,  on an  annualized  basis,  and $65,000 or .03% of average
portfolio  loans for the first  nine  months of 2001,  on an  annualized  basis.
Non-performing  assets at  September  30, 2002 were  $1,419,000  or .3% of total
assets,  as compared to  non-performing  assets of  $3,176,000,  or .7% of total
assets,  as of December 31, 2001. The allowance for loan losses to nonperforming
assets was 534% as of September  30, 2002 as compared to 239% as of December 31,
2001.

     Non-interest  income amounted to $2,155,000 for the quarter ended September
30,  2002 as  compared to  $1,694,000  in the same period in 2001.  Non-interest
income  amounted to $5,766,000  for the nine months ended  September 30, 2002 as
compared  to  $4,611,000  for the same  period  one  year  ago.  Merchant  draft
processing  revenues  increased from  $1,098,000 in the third quarter of 2001 to
$1,322,000  in the third  quarter  of 2002 as a result of the  unit's  marketing
efforts.  In the third quarter of 2002,  $4,000,000 of corporate debt securities
were sold resulting in a gain of $259,000.  Such  securities were primarily sold
to improve the risk profile of the Company's investment portfolio.  For the nine
month period  ended  September  30, 2002,  merchant  draft  processing  revenues
amounted to  $3,698,000,  an increase of $768,000 from  $2,930,000  for the nine
months ended September 30, 2001.

     Non-interest expense amounted to $4,303,000 for the quarter ended September
30,  2002 as  compared  to  $3,629,000  in the same  period one year ago,  which
represents  an  increase of  $674,000  or 19%.  During the quarter of 2002,  the
Company  incurred  $331,000 in legal and consulting fees associated with certain
corporate activities,  including exploring strategic options for the Company and
its  Merchant  Bankcard  segment.  Without  the  effect of these  expenses,  the
increase in non-interest expense amounted to $343,000 or 9% when compared to the
quarter  ended  September  30,  2001.  Salaries  and benefit  expense  increased
$280,000 or 14% in the three months ended  September  30, 2002 when  compared to
the same  period  one  year  ago.  The  increase  in this  expense  is  directly
attributable to the growth of the Company.  The Company's  efficiency  ratio for
the third  quarter of 2002 amounted to 57.95% as compared to 54.29% for the same
period one year ago.  Non-interest  expense amounted to $11,945,000 for the nine
months ended  September 30, 2002 as compared to  $10,711,000  in the same period
one year ago. This  represents  an increase of  $1,234,000  or 12%.  Without the
effect of the  expenses  referred  to above,  which were  $386,000  for the nine
months ended September 30, 2002, the increase in non-interest expense would have
been  $848,000  or 8% when  compared  to the  same  period  one  year  ago.  The
efficiency ratio for the Company's subsidiary, National Bank of the Redwoods was
50.33% for the quarter  ended  September 30, 2002 as compared to 49.69% one year
ago.  For the  nine  months  ended  September  30,  2002,  National  Bank of the
Redwood's  efficiency ratio was 50.38% as compared to 50.49% for the same period
one year ago.

     For the three and nine months ended  September 30, 2002,  the net income of
the  Company's  community  banking  segment was  $1,490,000  and  $4,577,000  on
revenues  of  $5,963,000  and  $17,196,000.  This  compares  to  net  income  of
$1,356,000 and $4,125,000  and revenues of $5,324,000  and  $15,967,000  for the
same periods one year ago. The net income of
the Company's  bankcard  segment was $468,000 and  $1,353,000  for the three and
nine months ended  September  30, 2002 versus  $476,000 and  $1,262,000  for the
three and nine months ended September 30, 2001. The merchant bankcard  segment's
net income  comprised 24% and 23% of the Company's  consolidated  net income for
the three and nine months ended  September  30, 2002, as compared to 26% and 23%
for the three and nine months ended September 30, 2001.

     As previously disclosed in the Company's quarterly reports on Form 10-Q for
the  quarters  ended  March 31,  2002 and June 30,  2002,  on January  15,  2002
National  Bank of the  Redwoods  formed  NBR Real  Estate  Investment  Trust,  a
Maryland Real Estate  Investment Trust. The entity was formed to hold the Bank's
real  estate  secured  loans and to better  organize  the Bank's  marketing  and
origination  of real estate  secured  loans.  As a result of the  formation  and
funding of this entity, the Company's  effective tax rate was reduced to 37% for
the quarter ended  September  30, 2002 from 40% for the quarter ended  September
30, 2001.  Costs associated with the  implementation  of this entity amounted to
$49,000 for the third quarter of 2002 and $101,000 on a year to date basis.

     In  August  2001,   the  Company   announced  a  common  stock   repurchase
authorization  to  repurchase  up  to  355,500  shares,   as  adjusted  for  the
three-for-two  stock split announced September 20, 2001. To date, 138,636 shares
have been repurchased,  as adjusted for the three-for-two  stock split announced
September 20, 2001. Under the repurchase program,  the Company plans to purchase
shares  from  time to time on the open  market  and/or in  privately  negotiated
transactions.

     Total assets were $509,863,000 at September 30, 2002. Common book value per
share was $8.34.  The Company's Tier 1 capital to average assets ratio was 7.17%
as of September 30, 2002.

     Redwood  Empire  Bancorp,   through  its  principal  operating  subsidiary,
National Bank of the Redwoods, provides diverse financial products and services.
The Company  offers  commercial  banking  services  primarily to businesses  and
professionals in the North Coast counties of California.  The Company's business
strategy includes the development of fee-based  products and services which will
provide insulation to the Company's results from changes in interest rates.

     Except  for  historical   information   contained  herein,  the  statements
contained  in  this  press  release,   including  statements  concerning  future
increases in the value of Redwood  Empire  Bancorp  stock,  are  forward-looking
statements within the meaning of the "safe harbor"  provisions of Section 27A of
the  Securities  Act of 1933,  as amended,  and  section  21E of the  Securities
Exchange Act or 1934, as amended.  These forward-looking  statements 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
from time to time in Redwood Empire Bancorp's Securities and Exchange Commission
filings, including its Annual Reports on Form 10-K and quarterly reports on Form
10-Q.  Redwood Empire Bancorp disclaims any intent or obligation to update these
forward-looking statements.

                               (Tables to follow)
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (Unaudited)
                              (Dollars in thousands except for earnings per share and share data)

                                                                       Three Months Ended              Nine Months Ended
                                                                         September 30,                   September 30,
                                                                      2002            2001            2002            2001
                                                                ----------------------------------------------------------------
Total interest income                                                     $7,806          $8,317         $22,949        $25,812
Total interest expense                                                     2,535           3,326           7,366         10,694
                                                                ----------------------------------------------------------------
Net interest income                                                        5,271           4,991          15,583         15,118
Provision for loan losses                                                    -               -               -              -
                                                                ----------------------------------------------------------------
Net interest income after provision for loan losses                        5,271           4,991          15,583         15,118
                                                                ----------------------------------------------------------------
Service charges on deposit accounts                                          288             284             910            819
Merchant draft processing, net                                             1,322           1,098           3,698          2,930
Loan servicing income                                                         66              69             201            226
Net realized gains on investment securities available for sale               259              22             294             22
Other income                                                                 220             221             663            614
                                                                ----------------------------------------------------------------
   Total noninterest income                                                2,155           1,694           5,766          4,611
                                                                ----------------------------------------------------------------
Salaries and employee benefits                                             2,346           2,066           6,694          6,287
Occupancy and equipment expense                                              531             511           1,588          1,503
Other                                                                      1,426           1,052           3,663          2,921
                                                                ----------------------------------------------------------------
   Total noninterest expense                                               4,303           3,629          11,945         10,711
                                                                ----------------------------------------------------------------
Income before income tax expense                                           3,123           3,056           9,404          9,018
Income tax expense                                                         1,165           1,224           3,474          3,631
                                                                ----------------------------------------------------------------
Net income                                                                $1,958          $1,832          $5,930         $5,387
                                                                ================================================================

Basic earnings per share:
  Net income available for common stock shareholders                       $0.56           $0.51           $1.70          $1.43
  Weighted average shares (1)                                          3,476,000       3,564,000       3,489,000      3,755,000

Diluted earnings per share:
  Net income available for common stock shareholders                       $0.54           $0.50           $1.64          $1.39
  Weighted average shares (1)                                          3,600,000       3,697,000       3,616,000      3,877,000

Selected Ratios
Annualized Return on Average Total Equity                                27.29 %          28.86%         29.16 %         25.67%
Annualized Return on Average Total Assets                                 1.54 %           1.61%          1.63 %          1.61%

(1) Adjusted for three-for-two stock split announced September 20, 2001.
Selected Balance Sheet Data
                                                                                 (In Thousands)
                                                                                  (Unaudited)

                                                                 September 30,    December 31,    September 30,
                                                                      2002            2001            2001
                                                                -------------------------------------------------
Total Loans                                                             $368,528        $351,649        $342,911
Allowance for Loan Losses                                                  7,578           7,580           7,609
Total Assets                                                             509,863         448,742         449,263
Total Deposits                                                           452,014         397,412         400,208
Trust Preferred Debt                                                      10,000          10,000          10,000
Total Shareholders' Equity                                                28,811          26,687          25,846
Nonperforming Assets                                                       1,419           3,176           3,475
REDWOOD EMPIRE BANCORP AND SUBSIDIARIES
                                                       BUSINESS SEGMENTS
                                                          (Unaudited)
                                                    (Dollars in thousands)

                                                                            Three Months Ended           Nine Months Ended
                                                                            September 30, 2002          September 30, 2002
                                                                        --------------------------------------------------------

                                                                           Community                  Community
                                                                            Banking      Bankcard      Banking       Bankcard
                                                                        --------------------------------------------------------
Total interest income                                                            $7,806       $ ---        $22,949        $ ---
Total interest expense                                                            2,529           6          7,342           24
Interest income (expense) allocation                                              (147)         147          (479)          479
                                                                        --------------------------------------------------------
Net interest income                                                               5,130         141         15,128          455
                                                                        --------------------------------------------------------
Provision for loan losses                                                           ---         ---            ---          ---
Service charges on deposit accounts                                                 288         ---            910          ---
Merchant draft processing, net                                                      ---       1,322            ---        3,698
Loan servicing income                                                                66         ---            201          ---
Net realized gains on investment securities available for sale                      259         ---            294          ---
Other income                                                                        220         ---            663          ---
                                                                        --------------------------------------------------------
   Total noninterest income                                                         833       1,322          2,068        3,698
                                                                        --------------------------------------------------------
Salaries and employee benefits                                                    1,885         461          5,397        1,297
Occupancy and equipment expense                                                     485          46          1,451          137
Other                                                                             1,217         209          3,088          575
                                                                        --------------------------------------------------------
   Total noninterest expense                                                      3,587         716          9,936        2,009
                                                                        --------------------------------------------------------
Income before income tax expense                                                  2,376         747          7,260        2,144
Income tax expense                                                                  886         279          2,683          791
                                                                        --------------------------------------------------------
Net income                                                                       $1,490        $468         $4,577       $1,353
                                                                        ========================================================
Three Months Ended           Nine Months Ended
                                                                            September 30, 2001          September 30, 2001
                                                                        --------------------------------------------------------

                                                                           Community                  Community
                                                                            Banking      Bankcard      Banking       Bankcard
                                                                        --------------------------------------------------------
Total interest income                                                            $8,317       $ ---        $25,812        $ ---
Total interest expense                                                            3,323           3         10,686            8
Interest income (expense) allocation                                              (266)         266          (840)          840
                                                                        --------------------------------------------------------
Net interest income                                                               4,728         263         14,286          832
                                                                        --------------------------------------------------------
Provision for loan losses                                                           ---         ---            ---          ---
Service charges on deposit accounts                                                 284         ---            819          ---
Merchant draft processing, net                                                      ---       1,098            ---        2,930
Loan servicing income                                                                69         ---            226          ---
Net realized gains on investment securities available for sale                       22         ---             22          ---
Other income                                                                        221         ---            614          ---
                                                                        --------------------------------------------------------
   Total noninterest income                                                         596       1,098          1,681        2,930
                                                                        --------------------------------------------------------
Salaries and employee benefits                                                    1,695         371          5,173        1,114
Occupancy and equipment expense                                                     472          39          1,386          117
Other                                                                               895         157          2,502          419
                                                                        --------------------------------------------------------
   Total noninterest expense                                                      3,062         567          9,061        1,650
                                                                        --------------------------------------------------------
Income before income tax expense                                                  2,262         794          6,906        2,112
Income tax expense                                                                  906         318          2,781          850
                                                                        --------------------------------------------------------
Net income                                                                       $1,356        $476         $4,125       $1,262
                                                                        ========================================================