As filed with the Securities and Exchange Commission on November 5, 2004.

                                                    Registration No. 333-____



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             REDWOOD EMPIRE BANCORP
                             ----------------------
             (Exact name of registrant as specified in its charter)

                          California                           68-0166366
                          -----------                          -----------
                (State or other jurisdiction of             (I.R.S. Employer
                incorporation or organization)             Identification No.)

                     111 Santa Rosa Avenue
                    Santa Rosa, California                       95404
                    ----------------------                       -----
                     (Address of Principal                    (Zip Code)
                      Executive Offices)

                              EMPLOYMENT AGREEMENT,
                           EFFECTIVE DECEMBER 1, 2003,
                    BETWEEN NATIONAL BANK OF THE REDWOODS AND
                               STEPHEN A. FLEMING

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                            EFFECTIVE MARCH 31, 2004
                    BETWEEN NATIONAL BANK OF THE REDWOODS AND
                               STEPHEN A. FLEMING

                             REDWOOD EMPIRE BANCORP
                     NONSTATUTORY STOCK OPTION GRANT NOTICE
              TO STEPHEN A. FLEMING AND THE STOCK OPTION AGREEMENT
                 AND FORM OF NOTICE OF EXERCISE ATTACHED THERETO
                 -----------------------------------------------
                            (Full title of the plan)


                                                             Copy to:
                   PATRICK W. KILKENNY                 Rodney R. Peck, Esq.
          President and Chief Executive Officer        Pillsbury Winthrop LLP
                  111 Santa Rosa Avenue                 50 Fremont Street
               Santa Rosa, California 9404       San Francisco, California 94105
                     (707) 573-4800                        (415) 983-1000
               ---------------------------       -------------------------------
          (Name, address, and telephone number,
       including area code, of agent for service)




10801819v2
<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------

     Title of                      Amount                 Proposed Maximum              Proposed                    Amount of
   Securities To                    To Be                  Offering Price           Maximum Aggregate             Registration
   Be Registered                 Registered                   per Share              Offering Price                    Fee
--------------------------------------------------------------------------------------------------------------------------------

<S>                             <C>    <C>                   <C>    <C>               <C>      <C>                 <C>     <C>
Common Stock,
no par value                    32,000 (1)(4)                $25.41 (2)               $813,120 (2)                 $103.02 (3)

--------------------------------------------------------------------------------------------------------------------------------
</TABLE>






(1)  Estimated  maximum  aggregate  number of shares of Redwood  Empire  Bancorp
     Common Stock that may be awarded and/or sold pursuant to the Plan.

(2)  Computed upon the basis of the price at which the options may be exercised.

(3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933.

(4)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable pursuant to this Registration  Statement
     by reason of any stock dividend, stock split, recapitalization or any other
     similar  transaction  effected without the receipt of  consideration  which
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock

                                -----------------

     The Registration Statement shall become effective upon filing in accordance
     with Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------













10801819v2                              - 2 -
<PAGE>




This registration statements covers 32,000 shares of common stock of the
Registrant underlying options granted by the Registrant to Stephen A. Fleming as
an inducement to accept and continue employment with the Registrant. These
options were granted pursuant to Mr. Fleming's employment agreement with
National Bank of the Redwoods and the terms of the options are governed by a
Nonstatutory Stock Option Grant Notice and the Stock Option Agreement and Form
of Notice of Exercise attached thereto.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2003, as filed with the Commission on March 30, 2004;

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2004, as filed with the Commission on May 12, 2004, and June
         30, 2004, as filed with the Commission on August 13, 2004;

(c)      The Registrant's Current Report on Form 8-K, as filed with the
         Commission on August 26, 2004; and

(d)      The description of the Registrant's common stock contained in the
         Registration Statement on Form 8-A, as filed with the Commission on
         October 28, 1998, including any subsequent amendment or report filed
         for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment of this Registration
Statement which indicates that all securities being offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.


Item 6.   Indemnification of Directors and Officers.

         Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors,
officers, employees and other agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. Articles IV and V of the Registrant's Articles of Incorporation and
Article VI of the Registrant's Amended and Restated Bylaws provide for
indemnification of the Registrant's directors, officers, employees, and other
agents to the maximum extent permitted by the California Corporations Code.


Item 8.   Exhibits.

Exhibit
Number                     Description
-------                    -----------

4.1             Employment Agreement,  effective December 1, 2003, between
                National Bank of the Redwoods and Stephen A. Fleming. (1)*

4.2             First Amendment to Employment Agreement,  effective March 31,
                2004, between National Bank of the Redwoods and Stephen A.
                Fleming. (2)*







10801819v2                              - 3 -

<PAGE>

4.3             Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice to
                Stephen A. Fleming  and the Stock  Option  Agreement  and Form
                of  Notice of  Exercise attached thereto*

5.0             Opinion regarding legality of securities to be offered.

23.1            Consent of Crowe, Chizek, and Company LLC.

23.2            Consent of Pillsbury Winthrop LLP (included in Exhibit 5.0).

24.0            Power of Attorney (included as part of the signature page
                to this Registration Statement).

----------------------

(1)  Attached as Exhibit  10.20 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended  December 31, 2003, as filed with the  Commission
     on March 30, 2004, and incorporated by reference herein.

(2)  Attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K, as
     filed with the Commission on April 8, 2004, and  incorporated  by reference
     herein.

*    Management compensatory plan or arrangement


Item 9.   Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  Provided, however, that paragraphs (1)(a) and (1)(b) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.



10801819v2                              - 4 -

<PAGE>

         (5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.











10801819v2                              - 5 -

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Rosa, State of California, on November 5, 2004.

                                   REDWOOD EMPIRE BANCORP


                                   By /s/ Kim C. McClaran
                                      Kim C. McClaran
                                      ---------------------------
                                      Vice President and Chief Financial Officer


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Redwood Empire Bancorp,
do hereby constitute and appoint Kim C. McClaran and Patrick W. Kilkenny, and
each of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for each of us and in each of our
names, places and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as each of us might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her substitute or substitutes, may do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on November 5, 2004.


               Signature                                 Title

                                                President, Chief Executive
        /s/ Patrick W. Kilkenny                 Officer, and Director
        --------------------------
        Patrick W. Kilkenny

                                                Vice President and
        /s/ Kim C. McClaran                     Chief Financial Officer
        --------------------------
        Kim C. McClaran



        /s/ John H. Brenengen                   Director
        --------------------------
        John H. Brenengen


        /s/ Stephen A. Fleming                  Director
        --------------------------
        Stephen A. Fleming


        /s/ Dana R. Johnson                     Director
        --------------------------
        Dana R. Johnson


        /s/ Mark H. Rodebaugh                   Director
        --------------------------
        Mark H. Rodebaugh






10801819v2                              Signature Page
<PAGE>



        /s/ Gregory J. Smith                    Director
        --------------------------
        Gregory J. Smith


        /s/ William B. Stevenson                Director
        --------------------------
        William B. Stevenson


        /s/ David B. Warner                     Director
        --------------------------
        David B. Warner

















10801819v2                              Signature Page

<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number                     Description
--------                   -----------

4.1             Employment Agreement,  effective December 1, 2003, between N
                ational Bank of the Redwoods and Stephen A. Fleming. (1)*

4.2             First Amendment to Employment Agreement, effective March 31,
                2004, between National Bank of the Redwoods and Stephen A.
                Fleming. (2)*

4.3             Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice
                to Stephen A. Fleming  and the Stock  Option  Agreement  and
                Form of  Notice of  Exercise attached thereto*

5.0             Opinion regarding legality of securities to be offered.

23.1            Consent of Crowe, Chizek, and Company LLC.

23.2            Consent of Pillsbury Winthrop LLP (included in Exhibit 5.0).

24.0            Power  of  Attorney  (included  as  part  of the  signature page
                to  this Registration Statement).

----------------------

(1)  Attached as Exhibit  10.20 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended  December 31, 2003, as filed with the  Commission
     on March 30, 2004, and incorporated by reference herein.

(2)  Attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K, as
     filed with the Commission on April 8, 2004, and  incorporated  by reference
     herein.

*    Management compensatory plan or arrangement












10801819v2                              Index to Exhibits
[{"type": "S-8", "sequence": "1", "filename": "s8_110504.txt", "description": "REB FORM S-8 RE FLEMING", "secsgml_size_bytes": 18005}]
{"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": "S-8", "act": "33", "file-number": "333-120237", "film-number": "041121662"}, "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"}}
As filed with the Securities and Exchange Commission on November 5, 2004.

                                                    Registration No. 333-____

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             REDWOOD EMPIRE BANCORP
                             ----------------------
             (Exact name of registrant as specified in its charter)

                          California                           68-0166366
                          -----------                          -----------
                (State or other jurisdiction of             (I.R.S. Employer
                incorporation or organization)             Identification No.)

                     111 Santa Rosa Avenue
                    Santa Rosa, California                       95404
                    ----------------------                       -----
                     (Address of Principal                    (Zip Code)
                      Executive Offices)

                              EMPLOYMENT AGREEMENT,
                           EFFECTIVE DECEMBER 1, 2003,
                    BETWEEN NATIONAL BANK OF THE REDWOODS AND
                               STEPHEN A. FLEMING

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                            EFFECTIVE MARCH 31, 2004
                    BETWEEN NATIONAL BANK OF THE REDWOODS AND
                               STEPHEN A. FLEMING

                             REDWOOD EMPIRE BANCORP
                     NONSTATUTORY STOCK OPTION GRANT NOTICE
              TO STEPHEN A. FLEMING AND THE STOCK OPTION AGREEMENT
                 AND FORM OF NOTICE OF EXERCISE ATTACHED THERETO
                 -----------------------------------------------
                            (Full title of the plan)

                                                             Copy to:
                   PATRICK W. KILKENNY                 Rodney R. Peck, Esq.
          President and Chief Executive Officer        Pillsbury Winthrop LLP
                  111 Santa Rosa Avenue                 50 Fremont Street
               Santa Rosa, California 9404       San Francisco, California 94105
                     (707) 573-4800                        (415) 983-1000
               ---------------------------       -------------------------------
          (Name, address, and telephone number,
       including area code, of agent for service)

10801819v2
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------

     Title of                      Amount                 Proposed Maximum              Proposed                    Amount of
   Securities To                    To Be                  Offering Price           Maximum Aggregate             Registration
   Be Registered                 Registered                   per Share              Offering Price                    Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,
no par value                    32,000 (1)(4)                $25.41 (2)               $813,120 (2)                 $103.02 (3)

--------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  maximum  aggregate  number of shares of Redwood  Empire  Bancorp
     Common Stock that may be awarded and/or sold pursuant to the Plan.

(2)  Computed upon the basis of the price at which the options may be exercised.

(3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933.

(4)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable pursuant to this Registration  Statement
     by reason of any stock dividend, stock split, recapitalization or any other
     similar  transaction  effected without the receipt of  consideration  which
     results in an increase in the number of the Registrant's outstanding shares
     of Common Stock

                                -----------------

     The Registration Statement shall become effective upon filing in accordance
     with Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------

10801819v2                              - 2 -
This registration statements covers 32,000 shares of common stock of the
Registrant underlying options granted by the Registrant to Stephen A. Fleming as
an inducement to accept and continue employment with the Registrant. These
options were granted pursuant to Mr. Fleming's employment agreement with
National Bank of the Redwoods and the terms of the options are governed by a
Nonstatutory Stock Option Grant Notice and the Stock Option Agreement and Form
of Notice of Exercise attached thereto.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2003, as filed with the Commission on March 30, 2004;

(b)      The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2004, as filed with the Commission on May 12, 2004, and June
         30, 2004, as filed with the Commission on August 13, 2004;

(c)      The Registrant's Current Report on Form 8-K, as filed with the
         Commission on August 26, 2004; and

(d)      The description of the Registrant's common stock contained in the
         Registration Statement on Form 8-A, as filed with the Commission on
         October 28, 1998, including any subsequent amendment or report filed
         for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment of this Registration
Statement which indicates that all securities being offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

         Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors,
officers, employees and other agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. Articles IV and V of the Registrant's Articles of Incorporation and
Article VI of the Registrant's Amended and Restated Bylaws provide for
indemnification of the Registrant's directors, officers, employees, and other
agents to the maximum extent permitted by the California Corporations Code.

Item 8.   Exhibits.

Exhibit
Number                     Description
-------                    -----------

4.1             Employment Agreement,  effective December 1, 2003, between
                National Bank of the Redwoods and Stephen A. Fleming. (1)*

4.2             First Amendment to Employment Agreement,  effective March 31,
                2004, between National Bank of the Redwoods and Stephen A.
                Fleming. (2)*

10801819v2                              - 3 -
4.3             Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice to
                Stephen A. Fleming  and the Stock  Option  Agreement  and Form
                of  Notice of  Exercise attached thereto*

5.0             Opinion regarding legality of securities to be offered.

23.1            Consent of Crowe, Chizek, and Company LLC.

23.2            Consent of Pillsbury Winthrop LLP (included in Exhibit 5.0).

24.0            Power of Attorney (included as part of the signature page
                to this Registration Statement).

----------------------

(1)  Attached as Exhibit  10.20 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended  December 31, 2003, as filed with the  Commission
     on March 30, 2004, and incorporated by reference herein.

(2)  Attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K, as
     filed with the Commission on April 8, 2004, and  incorporated  by reference
     herein.

*    Management compensatory plan or arrangement

Item 9.   Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  Provided, however, that paragraphs (1)(a) and (1)(b) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

10801819v2                              - 4 -
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

10801819v2                              - 5 -
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Rosa, State of California, on November 5, 2004.

                                   REDWOOD EMPIRE BANCORP

                                   By /s/ Kim C. McClaran
                                      Kim C. McClaran
                                      ---------------------------
                                      Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Redwood Empire Bancorp,
do hereby constitute and appoint Kim C. McClaran and Patrick W. Kilkenny, and
each of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for each of us and in each of our
names, places and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as each of us might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents, or his/her substitute or substitutes, may do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on November 5, 2004.

               Signature                                 Title

                                                President, Chief Executive
        /s/ Patrick W. Kilkenny                 Officer, and Director
        --------------------------
        Patrick W. Kilkenny

                                                Vice President and
        /s/ Kim C. McClaran                     Chief Financial Officer
        --------------------------
        Kim C. McClaran

        /s/ John H. Brenengen                   Director
        --------------------------
        John H. Brenengen

        /s/ Stephen A. Fleming                  Director
        --------------------------
        Stephen A. Fleming

        /s/ Dana R. Johnson                     Director
        --------------------------
        Dana R. Johnson

        /s/ Mark H. Rodebaugh                   Director
        --------------------------
        Mark H. Rodebaugh

10801819v2                              Signature Page
/s/ Gregory J. Smith                    Director
        --------------------------
        Gregory J. Smith

        /s/ William B. Stevenson                Director
        --------------------------
        William B. Stevenson

        /s/ David B. Warner                     Director
        --------------------------
        David B. Warner

10801819v2                              Signature Page
INDEX TO EXHIBITS

Exhibit
Number                     Description
--------                   -----------

4.1             Employment Agreement,  effective December 1, 2003, between N
                ational Bank of the Redwoods and Stephen A. Fleming. (1)*

4.2             First Amendment to Employment Agreement, effective March 31,
                2004, between National Bank of the Redwoods and Stephen A.
                Fleming. (2)*

4.3             Redwood Empire Bancorp Nonstatutory Stock Option Grant Notice
                to Stephen A. Fleming  and the Stock  Option  Agreement  and
                Form of  Notice of  Exercise attached thereto*

5.0             Opinion regarding legality of securities to be offered.

23.1            Consent of Crowe, Chizek, and Company LLC.

23.2            Consent of Pillsbury Winthrop LLP (included in Exhibit 5.0).

24.0            Power  of  Attorney  (included  as  part  of the  signature page
                to  this Registration Statement).

----------------------

(1)  Attached as Exhibit  10.20 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended  December 31, 2003, as filed with the  Commission
     on March 30, 2004, and incorporated by reference herein.

(2)  Attached as Exhibit 99.1 to the Registrant's Current Report on Form 8-K, as
     filed with the Commission on April 8, 2004, and  incorporated  by reference
     herein.

*    Management compensatory plan or arrangement

10801819v2                              Index to Exhibits