U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                                FORM 8-K


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

Date of Report (Date of earliest event reported):  July 20, 1998

                     REAL GOODS TRADING CORPORATION
         (Exact name of registrant as specified in its charter)

        California              0-22524            68-0227324
 (State or other jurisdiction  (Commission         (IRS Employer
        of incorporation)       File Number)        ID Number)

     555 Leslie Street, Ukiah, CA                  95482
(Address of principal executive offices)         (Zip code)

            Registrant's telephone number  (707) 468-9292

Item 5.  Other events

The Registrant hereby incorporates by reference the information
contained in Attachment A hereto in response to this Item 5.

                                SIGNATURES

Pursuant to the requirements on 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.

                              REAL GOODS TRADING CORPORATION
                                        (Registrant)

Date: July 20, 1998                 By:[S]LESLIE B. SEELY 
                                          Leslie B. Seely
                                     Chief Financial Officer

                        ATTACHMENT A

                        PRESS RELEASE

FOR IMMEDIATE RELEASE
Contacts:  Les Seely, CFO (707)468-9292    
           Ron Zell, President (707)468-9292

      REAL GOODS COMPLETES THIRD DIRECT PUBLIC OFFERING

Ukiah, California, July 20, 1998. Real Goods Trading Corporation
(NASDAQ: RGTC and Chicago Stock Exchange: RGT) announced today
that it has successfully completed its third Direct Public
Offering (DPO) in 7 years, this time issuing 952,000 shares for
over $2.9 million of net proceeds to the Company.  Over 5,000
investors participated in the offering which concluded on June
30, 1998.

The Company has used the net proceeds to finance the opening of
its Berkeley, California store, to reduce indebtedness, and to
build infrastructure;  additional anticipated uses of proceeds
include investments in infrastructure, in retail stores, and in
other working capital investments.

"We are gratified by this financial support from people all over
the country," President Ron Zell stated.  Real Goods now has over
8400 shareowners in 45 states and 3 US territories.

"This additional financial flexibility gives us the ability to
pursue our plans to bring our mission before a bigger audience
and to help more people live their lives in a sustainable way,"
said CEO John Schaeffer.

Real Goods Trading Corporation sells a broad range of energy and
conservation products through its catalogs, retail stores and on
its website (www.realgoods.com) (call 800-762-7325 for a free
catalog).  The Company believes that it is the largest retailer
of these products in the world.  The Corporation's common stock
is publicly traded on the Chicago Stock Exchange under the symbol
"RGT", on the NASDAQ Small Cap Market under the symbol "RGTC" and
through a bulletin board maintained on its website
(http://www.realgoods.com).