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):
                                             September 23, 1999

                   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 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:  September 23, 1999

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

                      Attachment A

For Immediate Release
For More Information:
John Schaeffer, CEO; 707.521.4444
Mark Swedlund, President; 707.521.4400
Les Seely, CFO; 707.521.4410
Tanya Queen, PR Coordinator; 707.521.4462


REAL GOODS SELLS 16% OF COMPANY TO WHOLE FOODS MARKET FOR $3.6 MM
STRATEGIC PARTNERSHIP TO FOCUS ON BROAD BASED INTERNET AND
RETAIL EXPANSION

Santa Rosa, California, 23 September 1999 Real Goods Trading
Corporation (Nasdaq: RGTC, Chicago Exchange: RGT), a California
based retailer of environmental and renewable energy products
using catalogs, retail stores, and the Internet, announced today
that it has sold 800,000 shares of common stock to Whole Foods
Market, Inc. (Nasdaq: WFMI) for $3.6 million ($4.50 per share).
These newly issued shares will give Whole Foods a 16.4% ownership
stake in Real Goods and Whole Foods will receive one seat on the
Real Goods Board of Directors.

The companies also announced a wide-ranging strategic alliance
covering Internet and retail initiatives. Real Goods will be a
strategic partner in Whole Foods Market's new WholePeople.com
Internet initiative, and its new web site will offer for sale all
of the Real Goods products. Real Goods also anticipates opening
up to 20 new stores adjacent to Whole Foods Markets over the
next five years and will be experimenting with retail "kiosks" in
existing high volume Whole Foods Markets stores.

John Mackey, CEO of Whole Foods Market commented, "I admire Real
Goods Trading Corporation as a pioneer in driving consumer
interest in environmental products and renewable energy. I know
our customers will appreciate the opportunity to get to know this
fine company and its products better.  We believe this investment
will be an excellent one for our investors and all of our other
stakeholders."

Real Goods Chairman and CEO John Schaeffer commented, "We're
always seeking ways to leverage our brand name and take our
products and mission to many more consumers. It is clear that
Whole Foods Market serves a customer base, which, while much
bigger than ours, is comprised of people who have the same core
beliefs as ours. This partnership is truly synergistic. We will
get access to many, many consumers who are interested in our
environmental products, and Whole Foods will gain
expertise in new product areas.  We are delighted to have the
opportunity to work with such a great
company as Whole Foods Market."

Real Goods President Mark Swedlund added,  "In the next few
weeks, Real Goods products will begin to appear on the
WholeFoods.com site and then on the WholePeople.com site when
it launches next spring.  In November, we will be opening a store
adjacent to the Whole Foods Market in Los Gatos, California.
We'll also be promoting www.wholefoods.com in our holiday
catalog, along with our www.realgoods.com website.  The long-term
opportunities for cross marketing to the Whole Foods
customer base via Internet, catalog and retail stores are
enormous. In addition, Whole Foods has built a very profitable
billion-dollar business while staying true to their mission of
providing the American consumer with natural and organic
products.  We expect to learn much in working with them; we could
not have found a better partner."

The following constitutes a "Safe Harbor" statement under the
Private Securities Litigation Reform Act of 1995: This press
release contains forward-looking statements that involve a
number of risks and uncertainties. Important factors that could
cause actual results to differ materially from those indicated
by such forward-looking statements are set forth under the
heading "Certain Considerations" in the Company's annual report
on Form 10-KSB for the year ended March 31, 1999. These include
risks and uncertainties relating to sales growth, availability of
capital, customer preferences and the general economy.

Real Goods Trading Corporation sells a broad range of renewable
energy and sustainable living products through its catalogs and
retail stores and on its Website (www.realgoods.com) (call
1.800.762.7325 for a free catalog). The Company believes that it
is the largest retailer of these products in the world. The
Company'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 web site (http://www.realgoods.com).

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