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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(Print or Type Responses)

1. Name and Address of Reporting Person * SHEERAN DANIEL C   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. VP, Music and Video (Last) (First) (Middle) 2601 ELLIOTT AVENUE, #1000 3. Date of Earliest Transaction (Month/Day/Year) 11/29/2006 (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 11/29/2006   M   5,000 A $ 3.76 5,000 D   Common Stock 11/29/2006   S   5,000 D $ 11.33 0 D   Common Stock 11/29/2006   M   5,000 A $ 4.98 5,000 D   Common Stock 11/29/2006   S   5,000 D $ 11.33 0 D   Common Stock 11/29/2006   M   10,000 A $ 4.86 10,000 D   Common Stock 11/29/2006   S   10,000 D $ 11.33 0 D   Common Stock 11/29/2006   M   80,000 A $ 5.94 80,000 D   Common Stock 11/29/2006   S   80,000 D $ 11.33 0 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

Empoloyee Stock Option (Right to Buy)

$ 3.76

11/29/2006

M

5,000

11/01/2002(1)

08/05/2022

Common Stock

5,000

$ 0

5,000

D

Employee Stock Option (Right to Buy)

$ 4.98

11/29/2006

M

5,000

08/01/2003(2)

04/22/2023

Common Stock

5,000

$ 0

15,000

D

Employee Stock Option (Right to Buy)

$ 4.86

11/29/2006

M

10,000

01/21/2006(3)

07/21/2012

Common Stock

10,000

$ 0

60,000

D

Employee Stock Option (Right to Buy)

$ 5.94

11/29/2006

M

80,000

02/13/2003(4)

10/12/2021

Common Stock

80,000

$ 0

20,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEERAN DANIEL C 2601 ELLIOTT AVENUE, #1000 SEATTLE, WA 98121			Sr. VP, Music and Video

Signatures

/s/ Daniel Sheeran		11/30/2006
**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)	10% of the options became vested on 11/01/2002, and an additional 10% of the options became vested every six months thereafter through 11/01/2006; the remaining 10% of the options will become vested on 05/01/2007.
(2)	10% of the options became vested on 08/01/2003, and an additional 10% of the options became vested every six months thereafter through 08/01/2006; 10% of the options will become vested on each of 02/01/2007, 08/01/2007 and 02/01/2008.
(3)	12.5% of the options became vested on 01/21/06, and an additional 12.5% of the options will become vested upon the completion of each successive six months of employment thereafter until the options become fully vested on 07/21/2009.
(4)	30% of the options became vested on 02/13/2003, and an additional 10% of the options became vested upon the completion of each successive six months of employment thereafter until the options became fully vested on 08/13/2006.

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