FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Eggers Michael R   2. Issuer Name and Ticker or Trading Symbol REALNETWORKS INC [RNWK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Vice President & CFO (Last) (First) (Middle) 2601 ELLIOTT AVENUE, #1000 3. Date of Earliest Transaction (Month/Day/Year) 11/09/2006 (Street) SEATTLE, WA 98121 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/09/2006   M   20,000 A $ 6.75 20,892 D   Common Stock 11/09/2006   S   20,000 D $ 11.4 892 D   Common Stock 11/09/2006   M   5,000 A $ 3.76 5,892 D   Common Stock 11/09/2006   S   5,000 D $ 11.4 892 D   Common Stock 11/09/2006   M   31,300 A $ 7.22 32,192 D   Common Stock 11/09/2006   S   31,300 D $ 11.4 892 D   Common Stock 11/09/2006   M   5,600 A $ 7.22 6,492 D   Common Stock 11/09/2006   S   5,600 D $ 11.4 892 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.75

11/09/2006

M

20,000

04/05/2000(1)

10/09/2018

Common Stock

20,000

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 3.76

11/09/2006

M

5,000

11/01/2002(2)

08/05/2022

Common Stock

5,000

$ 0

5,000

D

Employee Stock Option (Right to Buy)

$ 7.22

11/09/2006

M

31,300

09/01/2002(3)

08/31/2021

Common Stock

31,300

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 7.22

11/09/2006

M

5,600

09/01/2001(4)

08/31/2021

Common Stock

5,600

$ 0

700

D

Employee Stock Option (Right to Buy)

$ 11.38

11/09/2006

A

42,500

05/09/2007(5)

11/09/2013

Common Stock

42,500

$ 0

42,500

D

Restricted Stock Unit Award

$ 0 (6)

11/09/2006

A

14,167

11/09/2007(7)

11/09/2010

Common Stock

14,167

$ 0

14,167

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Eggers Michael R 2601 ELLIOTT AVENUE, #1000 SEATTLE, WA 98121			Sr. Vice President & CFO

Signatures

/s/ Michael R. Eggers		11/10/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	30% of the options vested on April 5, 2000, and an additional 10% of the options vested upon the completion of each successive six months of employment until the options became fully vested on October 5, 2003.
(2)	10% of the options vested on 11/01/2002, and an additional 10% of the options vested upon the completion of each successive six months of employment through May 1, 2005; 10% of the options vested on 02/16/2006, and an additional 10% of the options will vest upon the completion of each successive six months of employment until the options become fully vested on 08/16/2007.
(3)	30% of the options vested on 09/01/2002, and an additional 10% of the options vested upon the completion of each successive six months of employment thereafter through 09/01/2005; the final 10% of the options vested on 06/16/2006.
(4)	30% of the options vested on 09/01/2001, and an additional 10% of the options vested upon the completion of each successive six months of employment until the options became fully vested on 03/01/2005.
(5)	12.5% of the options vest on May 9, 2007, and an additional 12.5% of the options vest upon the completion of each successive six months of employment until the options become fully vested on November 9, 2010.
(6)	Converts into Common Stock on a one-for-one basis.
(7)	3,542 restricted stock units vest on each of November 9, 2007, November 9, 2008 and November 9, 2009, and 3,541 restricted stock units vest on November 9, 2010.

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