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


                                        SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549



                                                     FORM 8-K


                                                  CURRENT REPORT


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



                                         Date of Report: January 30, 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 (Commision 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  announces  fourth  quarter and full year 1996
financial results.












                                                    SIGNATURES



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



               1-30-97
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, David Gennarelli
                                                 (415) 296-7383
For Immediate Release                            Emily Dupree, Joshua Passman
                                                 (212) 850-5600

                      REDWOOD EMPIRE BANCORP ANNOUNCES FOURTH QUARTER
                              AND FULL YEAR 1996 FINANCIAL RESULTS

SANTA ROSA,  Calif.  (January 29, 1997) -- Redwood Empire  Bancorp  (AMEX:  REB)
today  announced  financial  results for the fourth  quarter and full year ended
December 31, 1996.
         Consolidated  net loss for the fourth quarter was $1,606,000,  or $0.63
per share,  on a  fully-diluted  basis.  Included  in the results  were  certain
non-recurring  pre-tax restructuring charges totaling $2,357,000 relating to the
previously  announced  combination  of  Allied  Bank  and  National  Bank of the
Redwoods  and a  one-time  gain  from  the  sale of  loan  servicing  rights  of
$2,000,000.  In recognition of an increase in non-performing  loans, the Company
recorded a provision  for loan  losses of  $2,887,000  in the fourth  quarter of
1996.  The provision  for loan losses in the fourth  quarter of 1995 amounted to
$535,000. Net income in the fourth quarter of 1995 was $1,025,000,  or $0.32 per
share.
         "The Board of  Directors  continues  to  recognize  the  importance  to
shareholder  value of asset quality and  maintaining  an adequate  allowance for
loan losses," said Tom Whitaker,  Chairman of Redwood Empire  Bancorp.  "In this
regard, the Company has taken a significant step to improve the asset quality of
the  consolidated  entity by hiring Deborah Kaufman as senior vice president and
chief credit  officer in December 1996.  Ms.  Kaufman has  considerable  banking
experience and was most recently a portfolio manager at the San Francisco branch
of the Office of the Comptroller of the Currency.  Ms. Kaufman was  instrumental
in the process to assist the Board and Management in  establishing  our year-end
loan loss reserve." The Company's  allowance for loan losses to portfolio  loans
has improved from 1.37% at December 31, 1995 to 2.02% at December 31, 1996. "Our
allowance for loan losses is now  comparable  to our peer group,"  continued Mr.
Whitaker.
         For the full year  1996,  net loss  totaled  $1,486,000,  or $0.,71 per
share.   Included  in  the  year-end   results  was  a  fourth  quarter  pre-tax
restructuring  charge of  $2,357,000  and a pre-tax gain on sale of servicing of
approximately $2,000,000, a one-time pre-tax charge totaling $2,241,000 taken in
the third  quarter  related to SAIF  legislation,  and a  non-recurring  pre-tax
charge taken in the second quarter totaling  $1,200,000 related to the company's
financial obligation following the bankruptcy of one of its merchant credit card
customers. In 1995, the Company recorded net income of $3,313,000,  or $1.04 per
share.
         The  restructuring of the Company,  which involves both the elimination
of "A" paper wholesale  mortgage  banking and the  consolidation  of Allied Bank
into  National Bank of the Redwoods,  is expected to  significantly  improve the
operating performance of the Company. The new National Bank of the Redwoods will
be comprised of nine strategic  business units, each of which has been evaluated
for return on investment,  risk, growth potential and resource allocation. "Over
the course of the past  year,  Redwood  has faced  significant  challenges,  yet
maintained its financial strength," Mr. Whitaker continued. "With the regulatory
application  process for consolidating  Allied and National Bank of the Redwoods
underway,  we are confident our restructuring  will allow the Company to operate
more  efficiently,  maximize  earnings,  and be  positioned  for future  growth.
Through year end, the restructuring  process has resulted in a reduction in head
count of 72.  Upon  the  actual  merger  of  Allied  into  National  Bank of the
Redwoods, we expect further reductions of staff," Mr. Whitaker concluded.
         Consolidated net interest income grew 17.4% in 1996,  compared to 1995,
largely due to increased  loan  volume,  primarily  mortgages,  and a higher net
interest  margin.  The net interest margin  increased 101 basis points to 4.64%,
compared to 3.63% in 1995.
         The loan loss provision for the year totaled $6,262,000,  compared with
$1,590,000  last  year.  Net  chargeoffs  were  $4,258,000,  or 1.22% of average
portfolio loans. Nonperforming assets were 2.64% of total assets at December 31,
1996.


<PAGE>



         Total  assets were $499.5  million at  year-end.  Common book value per
share was $8.73. Tier 1 capital to risk based assets was approximately 7.55% and
total capital to risk-based assets was approximately 12.32%.
         Redwood  Empire  Bancorp  is 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, as well as Portland, Oregon.
         The statements contained in this release which are not historical facts
are forward-looking  statements that are subject to risks and uncertainties that
could  cause  actual  results  to 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                         Year Ended
                                                                December 31                               December 31
                                                          1996               1995                 1996                 1995
                                                    -----------------   ----------------    ------------------   -----------------
<S>                                                 <C>                 <C>                 <C>                  <C>

Interest income                                              $10,989            $12,305               $45,784             $47,374
Interest expense                                               5,327              6,729                22,643              27,671
                                                    -----------------   ----------------    ------------------   -----------------
Net interest income                                            5,662              5,576                23,141              19,703
Provision for loan losses                                      2,887                535                 6,262               1,590
                                                    -----------------   ----------------    ------------------   -----------------
Net interest income after loan loss provision                  2,775              5,041                16,879              18,113
Other income                                                   5,645              4,496                19,570              16,575
Other expense                                                 11,107              7,785                38,946              29,016
                                                    -----------------   ----------------    ------------------   -----------------
Income before taxes                                           (2,687)             1,752                (2,497)              5,672
Income tax expense                                            (1,081)               727                (1,011)              2,359
                                                    -----------------   ----------------    ------------------   -----------------
Net income                                                    (1,606)             1,025                (1,486)              3,313
Preferred dividends                                              112                  0                   449                 336
                                                    -----------------
                                                    =================   ================    ==================   =================
Net income (loss) available for common                       ($1,718)            $1,025               ($1,935)             $2,977
                                                    =================   ================    ==================   =================



Earnings per common and common equivalent share:
Primary:
  Net income (loss)                                            ($.63)              $.38                 ($.71)              $1.11
  Weighted average shares                                  2,747,000          2,692,000             2,721,000           2,680,000

Fully diluted:
  Net income (loss)                                            ($.63)              $.32                 ($.71)              $1.04
  Weighted average shares                                  2,747,000          3,191,000             2,721,000           3,179,000



Selected Ratios
Return on Average Common Equity                               (27.16%)            16.18 %               (7.43%)             12.39 %
Return on Average Total Equity                                (20.69%)            13.19 %               (4.67%)             11.13 %
Return on Average Assets                                       (1.23%)              .72 %                (.28%)               .57 %
</TABLE>
<TABLE>

                                                                            Selected Balance Sheet Data
                                                                                   (In Thousands)
<CAPTION>

                                                                                     December 31
                                                                             1996                 1995
                                                                        ----------------    ------------------
<S>                                                                            <C>                   <C>

Total Loans, including Mortgage Loans Held for Sale                            $376,901              $430,844
Allowance for Loan Loss                                                           7,040                 5,037
Total Assets                                                                    499,466               557,910
Total Deposits                                                                  436,450               458,393
Equity Capital                                                                   29,732                31,585
Nonperforming Assets                                                             13,181                 7,156
</TABLE>
[{"type": "8-K", "sequence": "1", "description": "4TH QTR AND FULL YEAR 1996 FINANCIAL RESULTS", "secsgml_size_bytes": 13689}]
{"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": "97514364"}, "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: January 30, 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 (Commision 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  announces  fourth  quarter and full year 1996
financial results.

                                                    SIGNATURES

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

               1-30-97
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, David Gennarelli
                                                 (415) 296-7383
For Immediate Release                            Emily Dupree, Joshua Passman
                                                 (212) 850-5600

                      REDWOOD EMPIRE BANCORP ANNOUNCES FOURTH QUARTER
                              AND FULL YEAR 1996 FINANCIAL RESULTS

SANTA ROSA,  Calif.  (January 29, 1997) -- Redwood Empire  Bancorp  (AMEX:  REB)
today  announced  financial  results for the fourth  quarter and full year ended
December 31, 1996.
         Consolidated  net loss for the fourth quarter was $1,606,000,  or $0.63
per share,  on a  fully-diluted  basis.  Included  in the results  were  certain
non-recurring  pre-tax restructuring charges totaling $2,357,000 relating to the
previously  announced  combination  of  Allied  Bank  and  National  Bank of the
Redwoods  and a  one-time  gain  from  the  sale of  loan  servicing  rights  of
$2,000,000.  In recognition of an increase in non-performing  loans, the Company
recorded a provision  for loan  losses of  $2,887,000  in the fourth  quarter of
1996.  The provision  for loan losses in the fourth  quarter of 1995 amounted to
$535,000. Net income in the fourth quarter of 1995 was $1,025,000,  or $0.32 per
share.
         "The Board of  Directors  continues  to  recognize  the  importance  to
shareholder  value of asset quality and  maintaining  an adequate  allowance for
loan losses," said Tom Whitaker,  Chairman of Redwood Empire  Bancorp.  "In this
regard, the Company has taken a significant step to improve the asset quality of
the  consolidated  entity by hiring Deborah Kaufman as senior vice president and
chief credit  officer in December 1996.  Ms.  Kaufman has  considerable  banking
experience and was most recently a portfolio manager at the San Francisco branch
of the Office of the Comptroller of the Currency.  Ms. Kaufman was  instrumental
in the process to assist the Board and Management in  establishing  our year-end
loan loss reserve." The Company's  allowance for loan losses to portfolio  loans
has improved from 1.37% at December 31, 1995 to 2.02% at December 31, 1996. "Our
allowance for loan losses is now  comparable  to our peer group,"  continued Mr.
Whitaker.
         For the full year  1996,  net loss  totaled  $1,486,000,  or $0.,71 per
share.   Included  in  the  year-end   results  was  a  fourth  quarter  pre-tax
restructuring  charge of  $2,357,000  and a pre-tax gain on sale of servicing of
approximately $2,000,000, a one-time pre-tax charge totaling $2,241,000 taken in
the third  quarter  related to SAIF  legislation,  and a  non-recurring  pre-tax
charge taken in the second quarter totaling  $1,200,000 related to the company's
financial obligation following the bankruptcy of one of its merchant credit card
customers. In 1995, the Company recorded net income of $3,313,000,  or $1.04 per
share.
         The  restructuring of the Company,  which involves both the elimination
of "A" paper wholesale  mortgage  banking and the  consolidation  of Allied Bank
into  National Bank of the Redwoods,  is expected to  significantly  improve the
operating performance of the Company. The new National Bank of the Redwoods will
be comprised of nine strategic  business units, each of which has been evaluated
for return on investment,  risk, growth potential and resource allocation. "Over
the course of the past  year,  Redwood  has faced  significant  challenges,  yet
maintained its financial strength," Mr. Whitaker continued. "With the regulatory
application  process for consolidating  Allied and National Bank of the Redwoods
underway,  we are confident our restructuring  will allow the Company to operate
more  efficiently,  maximize  earnings,  and be  positioned  for future  growth.
Through year end, the restructuring  process has resulted in a reduction in head
count of 72.  Upon  the  actual  merger  of  Allied  into  National  Bank of the
Redwoods, we expect further reductions of staff," Mr. Whitaker concluded.
         Consolidated net interest income grew 17.4% in 1996,  compared to 1995,
largely due to increased  loan  volume,  primarily  mortgages,  and a higher net
interest  margin.  The net interest margin  increased 101 basis points to 4.64%,
compared to 3.63% in 1995.
         The loan loss provision for the year totaled $6,262,000,  compared with
$1,590,000  last  year.  Net  chargeoffs  were  $4,258,000,  or 1.22% of average
portfolio loans. Nonperforming assets were 2.64% of total assets at December 31,
1996.
Total  assets were $499.5  million at  year-end.  Common book value per
share was $8.73. Tier 1 capital to risk based assets was approximately 7.55% and
total capital to risk-based assets was approximately 12.32%.
         Redwood  Empire  Bancorp  is 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, as well as Portland, Oregon.
         The statements contained in this release which are not historical facts
are forward-looking  statements that are subject to risks and uncertainties that
could  cause  actual  results  to 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                         Year Ended
                                                                December 31                               December 31
                                                          1996               1995                 1996                 1995
                                                    -----------------   ----------------    ------------------   -----------------
Interest income                                              $10,989            $12,305               $45,784             $47,374
Interest expense                                               5,327              6,729                22,643              27,671
                                                    -----------------   ----------------    ------------------   -----------------
Net interest income                                            5,662              5,576                23,141              19,703
Provision for loan losses                                      2,887                535                 6,262               1,590
                                                    -----------------   ----------------    ------------------   -----------------
Net interest income after loan loss provision                  2,775              5,041                16,879              18,113
Other income                                                   5,645              4,496                19,570              16,575
Other expense                                                 11,107              7,785                38,946              29,016
                                                    -----------------   ----------------    ------------------   -----------------
Income before taxes                                           (2,687)             1,752                (2,497)              5,672
Income tax expense                                            (1,081)               727                (1,011)              2,359
                                                    -----------------   ----------------    ------------------   -----------------
Net income                                                    (1,606)             1,025                (1,486)              3,313
Preferred dividends                                              112                  0                   449                 336
                                                    -----------------
                                                    =================   ================    ==================   =================
Net income (loss) available for common                       ($1,718)            $1,025               ($1,935)             $2,977
                                                    =================   ================    ==================   =================

Earnings per common and common equivalent share:
Primary:
  Net income (loss)                                            ($.63)              $.38                 ($.71)              $1.11
  Weighted average shares                                  2,747,000          2,692,000             2,721,000           2,680,000

Fully diluted:
  Net income (loss)                                            ($.63)              $.32                 ($.71)              $1.04
  Weighted average shares                                  2,747,000          3,191,000             2,721,000           3,179,000

Selected Ratios
Return on Average Common Equity                               (27.16%)            16.18 %               (7.43%)             12.39 %
Return on Average Total Equity                                (20.69%)            13.19 %               (4.67%)             11.13 %
Return on Average Assets                                       (1.23%)              .72 %                (.28%)               .57 %
Selected Balance Sheet Data
                                                                                   (In Thousands)
December 31
                                                                             1996                 1995
                                                                        ----------------    ------------------
Total Loans, including Mortgage Loans Held for Sale                            $376,901              $430,844
Allowance for Loan Loss                                                           7,040                 5,037
Total Assets                                                                    499,466               557,910
Total Deposits                                                                  436,450               458,393
Equity Capital                                                                   29,732                31,585
Nonperforming Assets                                                             13,181                 7,156