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


                       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: February 6, 1997



                             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) 545-9611





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


<PAGE>



Item 5.  Other Events

Press release for the following (article attached):

         Redwood  Empire  Bancorp  receives  approval to combine Allied Bank and
         National Bank of the Redwoods subsidiaries.












                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                2-6-97
Date:  ___________________           REDWOOD EMPIRE BANCORP
                                            (Registrant)



                                     By:__________________________
                                          James E. Beckwith
                                          Executive Vice President and
                                          Chief Financial Officer


<PAGE>



                                 FOR:     REDWOOD EMPIRE BANCORP

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

                             CONTACT:     Morgen-Walke Associates, Inc.
                                          Doug Sherk, John Swenson, 
                                          David Gennarelli
                                          (415) 296-7383
For Immediate Release                     Emily Dupree, Joshua Passman
                                          (212) 850-5600


               REDWOOD EMPIRE BANCORP RECEIVES APPROVAL TO COMBINE
             ALLIED BANK AND NATIONAL BANK OF THE REDWOODS SUBSIDIARIES

SANTA ROSA,  Calif.  (February 5, 1997) -- Redwood Empire  Bancorp  (AMEX:  REB)
today announced that it has received approval from the Office of the Comptroller
of the Currency to combine its Allied Bank  subsidiary into its National Bank of
the Redwoods  subsidiary.  The Company expects the merger to be consummated late
in the first quarter or early in the second quarter of this year.

         "This is a  significant  milestone  in our  strategic  plan to  improve
shareholder value", said Tom Whitaker, Chairman of Redwood Empire Bancorp. "As I
stated in November when we announced the  consolidation,  this merger will allow
Redwood to achieve  meaningful  cost  savings  and to leverage  common  multiple
market and product strategies of the two  organizations.  The new Redwood Empire
Bancorp will be a  market-driven  banking  franchise aimed at building our asset
base for long-term growth."

         Redwood  Empire  Bancorp  is  currently  the  holding  company  for two
operating subsidiaries: Allied Bank, F.S.B., a savings institution, and National
Bank of the Redwoods,  a commercial  bank. The Company operates through branches
and loan production offices in various California locations Northern California.
[{"type": "8-K", "sequence": "1", "description": "PRESS RELEASE", "secsgml_size_bytes": 4020}]
{"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": "97519090"}, "business-address": {"street1": "111 SANTA ROSA AVENUE", "city": "SANTA ROSA", "state": "CA", "zip": "95402", "phone": "7075459611"}, "mail-address": {"city": "111 SANTA ROSA AVENU", "state": "CA", "zip": "95404-4905"}}
===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: February 6, 1997

                             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) 545-9611

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

Press release for the following (article attached):

         Redwood  Empire  Bancorp  receives  approval to combine Allied Bank and
         National Bank of the Redwoods subsidiaries.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                2-6-97
Date:  ___________________           REDWOOD EMPIRE BANCORP
                                            (Registrant)

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

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

                             CONTACT:     Morgen-Walke Associates, Inc.
                                          Doug Sherk, John Swenson, 
                                          David Gennarelli
                                          (415) 296-7383
For Immediate Release                     Emily Dupree, Joshua Passman
                                          (212) 850-5600

               REDWOOD EMPIRE BANCORP RECEIVES APPROVAL TO COMBINE
             ALLIED BANK AND NATIONAL BANK OF THE REDWOODS SUBSIDIARIES

SANTA ROSA,  Calif.  (February 5, 1997) -- Redwood Empire  Bancorp  (AMEX:  REB)
today announced that it has received approval from the Office of the Comptroller
of the Currency to combine its Allied Bank  subsidiary into its National Bank of
the Redwoods  subsidiary.  The Company expects the merger to be consummated late
in the first quarter or early in the second quarter of this year.

         "This is a  significant  milestone  in our  strategic  plan to  improve
shareholder value", said Tom Whitaker, Chairman of Redwood Empire Bancorp. "As I
stated in November when we announced the  consolidation,  this merger will allow
Redwood to achieve  meaningful  cost  savings  and to leverage  common  multiple
market and product strategies of the two  organizations.  The new Redwood Empire
Bancorp will be a  market-driven  banking  franchise aimed at building our asset
base for long-term growth."

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