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):  March 17, 2000

                   Commission File No.   0-22524

                   REAL GOODS TRADING CORPORATION
(Exact name of small business issuer as specified in its charter)

         California                     68-0227324
(State or other jurisdiction of       (IRS Employer
incorporation or organization)         Identification Number)

3440 Airway Drive, Santa Rosa  California       95403
(Address of principal executive offices)      (Zip Code)

Issuer's telephone number, including area code:
                               (707) 542-2600

Item 4.  Changes in Registrant's Certifying Accountant.

The Registrant hereby incorporates by reference the information
contained in Attachment A hereto in response to this Item 4.

                            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:  March 17, 2000
                                By:[S]LESLIE B. SEELY
                                      Leslie B. Seely
                                      Chief Financial Officer


                                ATTACHMENT A


Item 4. Changes in Registrant's Certifying Accountant.


On March 11, 2000, the Board of Directors of Real Goods Trading
Corporation unanimously approved the engagement of Moss Adams
LLP as the principal auditors for the Company. The Audit
Committee concurred in that decision.  As such, Deloitte & Touche
LLP have been replaced as of March 11, 2000.

The following information complies with Item 304 of Regulation
S-K, Reg. 229.304.


(a)(1)(i)     The former accountants, Deloitte & Touche LLP have
              been dismissed as of March 11, 2000;

(a)(1)(ii)    Deloitte & Touche's opinions on the financial
              statements for the years ended March 31, 1999 and
              1998 were unqualified;

(a)(1)(iii)   The decision to change accountants was approved by
              the Board of Directors of Real Goods Trading
              Corporation on March 11, 2000; the Audit Committee
              joined in that decision. Also on March 11, 2000 the
              Board of Directors and the Audit Committee
              unanimously approved the appointment of Moss Adams
              LLP.

(a)(1)(iv)    There have been no disagreements with Deloitte &
              Touche LLP on any accounting principles, practices,
              financial statement disclosures, or audit scope
              procedures.

(a)(1)(v)     Not applicable.


Deloitte & Touche LLP's letter addressing the above comments
appears as Exhibit I to this filing.


                               Exhibit I
March 17, 2000

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C.   20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of
Real Goods Trading Corporation dated March 14, 2000.  With
regards to information contained in item (a)(1)(iii), we have no
basis for agreeing or disagreeing with such comment.

Yours truly,
     [S]DELOITTE & TOUCHE LLP
        Deloitte & Touche LLP