REDWOOD EMPIRE BANCORP
8-K, 1998-03-24
NATIONAL COMMERCIAL BANKS
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                                 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:  March 23, 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


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ITEM 5.  OTHER EVENTS

Press releases for the following (article attached):

     Redwood Empire Bancorp announces call for redemption of its outstanding
     7.8% Noncumulative Convertible Perpetual Preferred Stock, Series A.




                                  SIGNATURES

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


Date:     3/23/98                      REDWOOD EMPIRE BANCORP
                                       ------------------------------------
                                       (Registrant)


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

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                                   FOR:         REDWOOD EMPIRE BANCORP

                                   APPROVED BY: James Beckwith
                                                Chief Financial Officer
                                                (707) 522-5215

                                  CONTACT:      Morgen-Walke Associates, Inc.
                                                John Swenson, Micah Epps
                                                (415) 296-7383
FOR IMMEDIATE RELEASE                           Sandra Badurina
                                                (212) 850-5600

         REDWOOD EMPIRE BANCORP TO REDEEM OUTSTANDING PREFERRED STOCK

SANTA ROSA, Calif. (March 19, 1998) -- Redwood Empire Bancorp (AMEX: REB) 
today announced that its Board of Directors has called for redemption and 
will redeem its outstanding 7.8% Noncumulative Convertible Perpetual 
Preferred Stock, Series A.  The shares will be redeemed on April 30, 1998 at 
$10.39 per share, payable to shareholders of record as of March 27, 1998, who 
surrender their preferred stock certificates to the conversion agent, Chase 
Mellon Shareholder Services LLC.

     The preferred stock is currently convertible into 0.8674 shares of 
common stock for each share of preferred stock.  The total number of shares 
subject to redemption will be reduced by the number of shares of preferred 
stock converted into common stock between the record date and the redemption 
date.

     Based upon the last reported sale price of the  common stock on the 
American Stock Exchange on March 18, 1998, of $19.63 per share, the market 
value of the common into which a share of preferred is convertible equals 
$17.03 per share of preferred and therefore exceeds the redemption price of 
the preferred stock.

     "We are pleased to announced the redemption.  We view this action as a 
part of our continuing effort to improve shareholder value", noted Tom 
Whitaker, Chairman of the Board of Directors.

      A formal notice of redemption and related instructions will be sent to 
shareholders of record.  The Company currently has 575,000 shares of 
Preferred Stock outstanding.

      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.

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