Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Eggers Michael R
 2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2006		 3. Issuer Name and Ticker or Trading Symbol
REALNETWORKS INC [RNWK]
(Last)
(First)
(Middle)
2601 ELLIOTT AVENUE, #1000		 4. 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SEATTLE, WA 98121		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 892
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 04/05/2000(1) 10/09/2018 Common Stock 20,000 $ 6.75 D  
Employee Stock Option (Right to Buy) 02/16/2006(2) 08/05/2022 Common Stock 10,000 $ 3.76 D  
Employee Stock Option (Right to Buy) 11/01/2003(3) 07/24/2023 Common Stock 25,000 $ 6.12 D  
Employee Stock Option (Right to Buy) 03/29/2004(4) 10/03/2023 Common Stock 30,000 $ 6.63 D  
Employee Stock Option (Right to Buy) 08/11/2004(5) 02/11/2024 Common Stock 14,000 $ 5.75 D  
Employee Stock Option (Right to Buy) 02/01/2005(6) 01/18/2025 Common Stock 40,000 $ 5.84 D  
Employee Stock Option (Right to Buy) 09/01/2002(7) 08/31/2021 Common Stock 31,300 $ 7.22 D  
Employee Stock Option (Right to Buy) 04/01/2001(1) 08/31/2021 Common Stock 35,000 $ 7.22 D  
Employee Stock Option (Right to Buy) 09/01/2001(1) 08/31/2021 Common Stock 6,300 $ 7.22 D  
Employee Stock Options (Right to Buy) 08/14/2006(8) 02/14/2013 Common Stock 100,000 $ 8.53 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 02/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The options are fully vested.
(2) 2,500 options vested on February 16, 2006, and an additional 2,500 options will vest upon the completion of each successive six months of employment until the options are fully vested on August 16, 2007.
(3) 12,500 options are currently vested, 2,500 options will vest on August 16, 2006, and an additional 2,500 options will vest upon the completion of each successive six months of employment until the options are fully vested on August 16, 2008.
(4) 12,000 options are currently vested, 3,000 options will vest on July 14, 2006, and an additional 3,000 options will vest upon the completion of each successive six months of employment until the options are fully vested on January 14, 2009.
(5) 2,000 options will vest on May 29, 2006, and an additional 2,000 options will vest upon the completion of each successive six months of employment until the options are fully vested on May 29, 2009.
(6) 8,000 options are currently vested, 4,000 options will vest on May 19, 2006, and an additional 4,000 options will vest upon the completion of each successive six months of employment until the options are fully vested on November 19, 2009.
(7) 28,170 options are currently vested, and 3,130 options will vest on June 16, 2006.
(8) 12,500 options will vest on August 14, 2006, and an additional 12,500 options will vest upon the completion of each successive six months of employment until the options are fully vested on February 14, 2010.

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