REAL GOODS TRADING CORP
8-K/A, 1998-07-29
CATALOG & MAIL-ORDER HOUSES
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                   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 29, 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
<PAGE>
Contact:  Leslie B. Seely, Chief Financial Officer
          (707) 468-9292
<PAGE>
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 29, 1998             By:[S]LESLIE B. SEELY
                                      Leslie B. Seely 
                                     Chief Financial Officer
<PAGE>

ATTACHMENT A

Contacts:  Les Seely, CFO (707) 468-9292 For Immediate Release
           Ron Zell, President (707) 468-9292

                   Revised News Release
          Superceding News Release of July 20, 1998

       Real Goods Completes Third Direct Public Offering


Ukiah, California, July 29, 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 over 677,000 original 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).

Note to the Editors:  The number in the third line has been
changed.

                             -30-


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