<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: October 28, 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





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


<PAGE>



Item 5.  Other Events

Press releases for the following (article attached):

         Redwood Empire Bancorp reports third quarter 1998 financial results.

         Redwood Empire Bancorp announces share repurchase program.










                                   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.



           10/28/98
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                             Patricia Walsh, Mark Owen
                                                  (212) 850-5600

                     REDWOOD EMPIRE BANCORP REPORTS IMPROVED
                      THIRD QUARTER 1998 FINANCIAL RESULTS

SANTA ROSA,  Calif.  (October 27, 1998) -- Redwood Empire  Bancorp  (AMEX:  REB)
today  reported net income of $1,335,000,  or $0.38 per diluted  share,  for its
third  quarter  ended  September  30,  1998.  This  compares  with net income of
$925,000,  or $0.27  per  diluted  share  for the  third  quarter a year ago and
represents a 44.3%  increase in net income.  For the second  quarter  1998,  net
income was  $1,211,000,  or $0.35 per  diluted  per share.  Return on equity was
14.58% in the third quarter, compared with 11.67% in the same quarter a year ago
and 13.84% for the second quarter of 1998.
         For  the  nine  months  ended   September  30,  1998,  net  income  was
$3,653,000,  or $1.05 per fully diluted share.  This compares with net income of
$2,389,000 or $0.70 per fully diluted  share,  for the first nine months of 1997
and represents a 52.9% increase in net income.
         "We are very pleased to report  another  quarter of improved  financial
performance  for the  Company,"  said Tom Whitaker,  Chairman of Redwood  Empire
Bancorp.  "We remain on track for achieving the goals we set at the beginning of
the year for  improving  asset  quality,  enhancing  earning  asset  generation,
bolstering fee income and improving operational efficiency."
         Consolidated  net interest  income  amounted to $4,918,000  compared to
$5,139,000 in the same period in 1997 and  $4,614,000  in the second  quarter of
1998. Net interest  margin for the quarter was 5.13% as compared to 5.08% in the
third quarter of 1997 and 4.90% in the second quarter of 1998.  Average  earning
assets amounted to $383,168,000  during the third quarter of 1998 as compared to
$404,816,000 one year ago and $376,513,000 for the second quarter of 1998.

                                  ( - more - )


<PAGE>



         The Company also  announced  that its Board of Directors has approved a
common stock repurchase program under which the Company may purchase up to 5% of
its outstanding shares.
         The loan loss provision was $510,000 for the quarter,  versus  $465,000
in the same period last year.  Net chargeoffs  were  $219,000,  or .30% of total
loans on an  annualized  basis for the quarter as compared to $24,000 or .03% in
the same quarter one year ago.  Nonperforming  assets at September 30, 1998 were
$10,412,000 or 2.47% of total assets,  as compared to  non-performing  assets of
$16,621,000,  or 3.71% of total assets, as of December 31, 1997, and $13,117,000
or  3.04% of  total  assets  as of June 30,  1998.  Non-performing  assets  have
declined $6,209,000 or 37.3% during the first nine months of 1998.
         "We again achieved significant progress in the reduction of 
non-performing assets," said Whitaker.  "This continues to be the highest 
priority for management and staff for the rest of this year."
         Fee income  amounted to  $4,024,000in  the quarter ended  September 30,
1998 as compared to $2,092,000  in the same period in 1997 or a 92.4%  increase.
Fee income amounted to $4,125,000 in the second quarter of 1998. The increase is
attributable to the strong  performance of the Company's mortgage loan brokerage
and merchant  credit card units.  Fee income  represented  45% of third  quarter
revenue and 44.8% of revenue on a year-to-date basis.
         "Diversification  of earnings through generation of fee income has been
a cornerstone of the Company's long-term strategy," noted Whitaker.
         Non interest  expense  amounted to  $6,333,000  in the third quarter of
1998 as compared to  $5,240,000  in the same period one year ago.  Non  interest
expense totaled $6,308,000 in the second quarter of 1998.
         Total assets were $420,973,000 at quarter-end.  Common book value per 
share was $11.15.  The Company's Tier 1 capital to average assets ratio was 
8.47% as of September 30, 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              Nine Months Ended
                                             September 30      September 30      September 30      September 30
                                                 1998              1997              1998              1997
                                            ---------------   ---------------   ---------------    --------------
<S>                                         <C>               <C>               <C>                <C>

Interest income                                                       $9,199           $24,975           $28,425
                                                     8,446
Interest expense                                     3,528             4,060            10,869            12,866
                                            ---------------   ---------------   ---------------    --------------
Net interest income                                  4,918             5,139            14,106            15,559
Provision for loan losses                              510               465             1,530             1,635
                                            ---------------   ---------------   ---------------    --------------
Net interest income after loan loss                  4,408             4,674            12,576            13,924
provision
Other income                                         4,024             2,092            11,476             7,436
Other expense                                        6,333             5,240            18,290            17,307
                                            ---------------   ---------------   ---------------    --------------
Income before taxes                                  2,099             1,526             5,762             4,053
Income tax expense                                     764               601             2,109             1,664
                                            ---------------   ---------------   ---------------    --------------
Net income                                           1,335               925             3,653             2,389
Preferred dividends                                                      112               112               336
                                                         -
                                            ---------------   ---------------   ---------------    --------------
Net income available for common                     $1,335              $813            $3,541            $2,053
                                            ===============   ===============   ===============    ==============



Basic earnings per share:
  Net income                                          $.40              $.29             $1.14              $.74
  Weighted average shares                        3,369,000         2,784,000         3,101,000         2,772,000

Diluted:
  Net income                                          $.38              $.27             $1.05              $.70
  Weighted average shares                        3,486,000         3,390,000         3,465,000         3,424,000



Selected Ratios
Return on Average Total Equity                     14.58 %           11.67 %           13.86 %           10.35 %
Return on Average Assets                            1.26 %             .84 %            1.15 %             .69 %
</TABLE>
<TABLE>
<CAPTION>

                                                                  Selected Balance Sheet Data
                                                                       (In Thousands)

                                                               September 30      September 30
                                                                   1998              1997
                                                              ---------------   ---------------
<S>                                                           <C>               <C>

Total Loans, including Mortgage Loans Held for Sale                 $289,213          $314,391
Allowance for Loan Loss                                                8,221             7,989
Total Assets                                                         420,973           448,881
Total Deposits                                                       358,013           392,670
Equity Capital                                                        37,748            32,235
Nonperforming Assets                                                  10,412            16,878
</TABLE>

<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                             Patricia Walsh, Mark Owen
                                                  (212) 850-5600

                        REDWOOD EMPIRE BANCORP ANNOUNCES
                            SHARE REPURCHASE PROGRAM


SANTA ROSA, CALIF.  (Oct. 27, 1998) - Redwood Empire Bancorp (AMEX: REB) today 
announced that its board of directors has authorized the repurchase of up to 5% 
of the Company's outstanding shares of Common Stock.  Under the repurchase 
program, the Company plans to purchase shares from time to time on the open 
market or through privately negotiated transactions.
         "We  believe  that  shares of  Redwood  Empire  currently  represent  a
compelling  value, and that this repurchase  program provides the opportunity to
enhance returns on capital and increased earnings per share over the long-term,"
said Tom Whitaker, Chairman of Redwood Empire Bancorp.
         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.

                                     # # # #
[{"type": "8-K", "sequence": "1", "description": "PRESS RELEASE", "secsgml_size_bytes": 14302}]
{"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": "98732324"}, "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: October 28, 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 reports third quarter 1998 financial results.

         Redwood Empire Bancorp announces share repurchase program.

                                   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.

           10/28/98
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                             Patricia Walsh, Mark Owen
                                                  (212) 850-5600

                     REDWOOD EMPIRE BANCORP REPORTS IMPROVED
                      THIRD QUARTER 1998 FINANCIAL RESULTS

SANTA ROSA,  Calif.  (October 27, 1998) -- Redwood Empire  Bancorp  (AMEX:  REB)
today  reported net income of $1,335,000,  or $0.38 per diluted  share,  for its
third  quarter  ended  September  30,  1998.  This  compares  with net income of
$925,000,  or $0.27  per  diluted  share  for the  third  quarter a year ago and
represents a 44.3%  increase in net income.  For the second  quarter  1998,  net
income was  $1,211,000,  or $0.35 per  diluted  per share.  Return on equity was
14.58% in the third quarter, compared with 11.67% in the same quarter a year ago
and 13.84% for the second quarter of 1998.
         For  the  nine  months  ended   September  30,  1998,  net  income  was
$3,653,000,  or $1.05 per fully diluted share.  This compares with net income of
$2,389,000 or $0.70 per fully diluted  share,  for the first nine months of 1997
and represents a 52.9% increase in net income.
         "We are very pleased to report  another  quarter of improved  financial
performance  for the  Company,"  said Tom Whitaker,  Chairman of Redwood  Empire
Bancorp.  "We remain on track for achieving the goals we set at the beginning of
the year for  improving  asset  quality,  enhancing  earning  asset  generation,
bolstering fee income and improving operational efficiency."
         Consolidated  net interest  income  amounted to $4,918,000  compared to
$5,139,000 in the same period in 1997 and  $4,614,000  in the second  quarter of
1998. Net interest  margin for the quarter was 5.13% as compared to 5.08% in the
third quarter of 1997 and 4.90% in the second quarter of 1998.  Average  earning
assets amounted to $383,168,000  during the third quarter of 1998 as compared to
$404,816,000 one year ago and $376,513,000 for the second quarter of 1998.

                                  ( - more - )
The Company also  announced  that its Board of Directors has approved a
common stock repurchase program under which the Company may purchase up to 5% of
its outstanding shares.
         The loan loss provision was $510,000 for the quarter,  versus  $465,000
in the same period last year.  Net chargeoffs  were  $219,000,  or .30% of total
loans on an  annualized  basis for the quarter as compared to $24,000 or .03% in
the same quarter one year ago.  Nonperforming  assets at September 30, 1998 were
$10,412,000 or 2.47% of total assets,  as compared to  non-performing  assets of
$16,621,000,  or 3.71% of total assets, as of December 31, 1997, and $13,117,000
or  3.04% of  total  assets  as of June 30,  1998.  Non-performing  assets  have
declined $6,209,000 or 37.3% during the first nine months of 1998.
         "We again achieved significant progress in the reduction of 
non-performing assets," said Whitaker.  "This continues to be the highest 
priority for management and staff for the rest of this year."
         Fee income  amounted to  $4,024,000in  the quarter ended  September 30,
1998 as compared to $2,092,000  in the same period in 1997 or a 92.4%  increase.
Fee income amounted to $4,125,000 in the second quarter of 1998. The increase is
attributable to the strong  performance of the Company's mortgage loan brokerage
and merchant  credit card units.  Fee income  represented  45% of third  quarter
revenue and 44.8% of revenue on a year-to-date basis.
         "Diversification  of earnings through generation of fee income has been
a cornerstone of the Company's long-term strategy," noted Whitaker.
         Non interest  expense  amounted to  $6,333,000  in the third quarter of
1998 as compared to  $5,240,000  in the same period one year ago.  Non  interest
expense totaled $6,308,000 in the second quarter of 1998.
         Total assets were $420,973,000 at quarter-end.  Common book value per 
share was $11.15.  The Company's Tier 1 capital to average assets ratio was 
8.47% as of September 30, 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              Nine Months Ended
                                             September 30      September 30      September 30      September 30
                                                 1998              1997              1998              1997
                                            ---------------   ---------------   ---------------    --------------
Interest income                                                       $9,199           $24,975           $28,425
                                                     8,446
Interest expense                                     3,528             4,060            10,869            12,866
                                            ---------------   ---------------   ---------------    --------------
Net interest income                                  4,918             5,139            14,106            15,559
Provision for loan losses                              510               465             1,530             1,635
                                            ---------------   ---------------   ---------------    --------------
Net interest income after loan loss                  4,408             4,674            12,576            13,924
provision
Other income                                         4,024             2,092            11,476             7,436
Other expense                                        6,333             5,240            18,290            17,307
                                            ---------------   ---------------   ---------------    --------------
Income before taxes                                  2,099             1,526             5,762             4,053
Income tax expense                                     764               601             2,109             1,664
                                            ---------------   ---------------   ---------------    --------------
Net income                                           1,335               925             3,653             2,389
Preferred dividends                                                      112               112               336
                                                         -
                                            ---------------   ---------------   ---------------    --------------
Net income available for common                     $1,335              $813            $3,541            $2,053
                                            ===============   ===============   ===============    ==============

Basic earnings per share:
  Net income                                          $.40              $.29             $1.14              $.74
  Weighted average shares                        3,369,000         2,784,000         3,101,000         2,772,000

Diluted:
  Net income                                          $.38              $.27             $1.05              $.70
  Weighted average shares                        3,486,000         3,390,000         3,465,000         3,424,000

Selected Ratios
Return on Average Total Equity                     14.58 %           11.67 %           13.86 %           10.35 %
Return on Average Assets                            1.26 %             .84 %            1.15 %             .69 %
Selected Balance Sheet Data
                                                                       (In Thousands)

                                                               September 30      September 30
                                                                   1998              1997
                                                              ---------------   ---------------
Total Loans, including Mortgage Loans Held for Sale                 $289,213          $314,391
Allowance for Loan Loss                                                8,221             7,989
Total Assets                                                         420,973           448,881
Total Deposits                                                       358,013           392,670
Equity Capital                                                        37,748            32,235
Nonperforming Assets                                                  10,412            16,878
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                             Patricia Walsh, Mark Owen
                                                  (212) 850-5600

                        REDWOOD EMPIRE BANCORP ANNOUNCES
                            SHARE REPURCHASE PROGRAM

SANTA ROSA, CALIF.  (Oct. 27, 1998) - Redwood Empire Bancorp (AMEX: REB) today 
announced that its board of directors has authorized the repurchase of up to 5% 
of the Company's outstanding shares of Common Stock.  Under the repurchase 
program, the Company plans to purchase shares from time to time on the open 
market or through privately negotiated transactions.
         "We  believe  that  shares of  Redwood  Empire  currently  represent  a
compelling  value, and that this repurchase  program provides the opportunity to
enhance returns on capital and increased earnings per share over the long-term,"
said Tom Whitaker, Chairman of Redwood Empire Bancorp.
         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.

                                     # # # #