UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                         REAL GOODS TRADING CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, No Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   756012-10-0
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Bruce H.  Hallett,  717 N.  Harwood,  Suite 1400,  Dallas,  Texas  75201;  (214)
922-4120
- --------------------------------------------------------------------------------
(Name,  Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

                                  June 30, 2000
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the  statement.  [ ]. (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






                                  SCHEDULE 13D


============ ===================================================================
     1       Name of Reporting Person SS. or I.R.S. Identification No. of
             Above Person

                            Whole Foods Market, Inc.

- ------------ -------------------------------------------------------------------
     2       Check the Appropriate Box if a Member of a Group
                                                                        (a) [ ]
                                                                        (b) [ ]


- ------------ -------------------------------------------------------------------
     3       SEC Use Only


- ------------ -------------------------------------------------------------------
     4       Source of Funds
                            Operating cash flow

- ------------ -------------------------------------------------------------------
     5       Check Box if Disclosure of Legal Proceedings is Required Pursuant
             to Items 2(d) or 2(e) [ ]


- ------------ -------------------------------------------------------------------
     6       Citizenship or Place of Organization
                                      Texas
- ----------------------------- --------------------------------------------------
                        7      Sole Voting Power
Number of                                                            800,000
shares
beneficially         --------- -------------------------------------------------
owned by                8      Shared Voting Power
each
reporting            --------- -------------------------------------------------
person with             9      Sole Dispositive Power
                                                                     800,000
                     --------- -------------------------------------------------

                        10     Shared Dispositive Power

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

    11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                     800,000

- ------------ -------------------------------------------------------------------
    12       Check Box if the Aggregate Amount in Row (11) Excludes Certain
             Shares                                                   [ ]

- ------------ -------------------------------------------------------------------
    13       Percent of Class Represented by Amount in Row (11)

                                      16.4%

- ------------ -------------------------------------------------------------------
    14       Type of Reporting Person
                                       CO

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




Item 1.  Security and Issuer.
- -------  -------------------

     This  statement  relates to the Common Stock,  no par value,  of Real Goods
Trading Corporation,  a California  corporation,  (the "Company") and amends the
original filing by Whole Foods Market,  Inc. ("WFM") on Schedule 13D relating to
the purchase of 800,000  shares (the "Shares") of Common Stock of the Company on
September 23, 1999.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to the Issuer.
- -------  ----------------------------------------------------------------------

         Subsequent to September 23, 1999, WFM  transferred all of the Shares to
Whole  Investments,  Inc.  ("WHI"),  an indirect  subsidiary of WFM. During June
2000,  WHI's parent company  contributed  various assets and issued a promissory
note in the original  principal amount of $3.0 million (the "Note"),  payable in
installments during 2000, to a newly formed subsidiary,  WP Internet Company. On
June 30, WP Internet  Company  merged with and into a subsidiary  of  Gaiam.com,
Inc. ("Gaiam.com"), a company which is not otherwise affiliated with WFM and its
subsidiaries.  Pursuant  to the terms of the Note,  the  holder of the Note (now
Gaiam.com)  may elect to  receive  all (and not less than all of) the  Shares in
full  payment of the final $2.0  million  principal  amount of the Note.  To the
extent that Gaiam.com  elects to exercise such right,  it will become the record
owner  of the  Shares,  and WFM and its  subsidiaries  will no  longer  have any
remaining beneficial ownership of the Shares.

         Effective  June 30,  2000,  WFM's  designee to the  Company's  board of
directors (Rich Cundiff) resigned as a director of the Company.





Signature


After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Whole Foods Market, Inc.


By:  /s/ Glenda Flanagan
     -------------------
         Glenda Flanagan
         Chief Financial Officer

Date:  June 30,2000