<PAGE>   1
    As filed with the Securities and Exchange Commission on February 9, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               REALNETWORKS, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                         <C>
                     WASHINGTON                                          91-1628146
  (State or other jurisdiction of incorporation or          (I.R.S. Employer Identification No.)
                   organization)
</TABLE>

                         2601 ELLIOTT AVENUE, SUITE 1000
                            SEATTLE, WASHINGTON 98121
                                 (206) 674-2700

   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

       REALNETWORKS, INC. 1996 STOCK OPTION PLAN, AS AMENDED AND RESTATED

       REALNETWORKS, INC. 2000 STOCK OPTION PLAN, AS AMENDED AND RESTATED
                            (FULL TITLE OF THE PLAN)

                                   PAUL BIALEK
                       SENIOR VICE PRESIDENT--FINANCE AND
                         OPERATIONS AND CHIEF FINANCIAL
                                     OFFICER
                                REALNETWORKS, INC.
                         2601 ELLIOTT AVENUE, SUITE 1000
                            SEATTLE, WASHINGTON 98121
                                 (206) 674-2700

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<S>      <C>
                                            ----------------------

                                                  Copies to:

                  KELLY JO MACARTHUR                            PATRICK J. SCHULTHEIS, ESQ.
        SENIOR VICE PRESIDENT, GENERAL COUNSEL                  CHRISTIAN E. MONTEGUT, ESQ.
               AND CORPORATE SECRETARY                        WILSON SONSINI GOODRICH & ROSATI
                  REALNETWORKS, INC.                              PROFESSIONAL CORPORATION
           2601 ELLIOTT AVENUE, SUITE 1000                          5300 CARILLON POINT
              SEATTLE, WASHINGTON 98121                       KIRKLAND, WASHINGTON 98033-7356
                    (206) 674-2700                                     (425) 576-5800

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

                                        CALCULATION OF REGISTRATION FEE

=================================================================================================================
        TITLE OF SECURITIES                      AMOUNT TO BE  PROPOSED MAXIMUM      PROPOSED        AMOUNT OF
         TO BE REGISTERED                        REGISTERED(1)  OFFERING PRICE        MAXIMUM      REGISTRATION
                                                                   PER SHARE        AGGREGATE          FEE
                                                                                     OFFERING
                                                                                       PRICE
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                     15,000,000       $13.65(2)    $204,750,000.00(2)  $51,188.00
   To be issued under the RealNetworks, Inc.
   1996 Stock Option Plan, as amended
   and restated
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                     4,000,000        $23.24(3)     $92,960,000.00(3)    $23,240.00
   To be issued under the RealNetworks, Inc.
   2000 Stock Option Plan, as amended
   and restated
-----------------------------------------------------------------------------------------------------------------
Total                                            19,000,000                        $297,710,000     $74,428.00
=================================================================================================================
</TABLE>

    (1)Together with (i) an indeterminate number of shares of Common Stock that
       may become issuable under the RealNetworks, Inc. 1996 Stock Option Plan,
       as amended and restated and the RealNetworks, Inc. 2000 Stock Option
       Plan, as amended and restated (collectively, the "Plans"), as a result of
       the adjustment provisions therein, and (ii) if any interests in the Plans
       constitute separate securities required to be registered under the
       Securities Act of 1933, as amended, then, pursuant to Rule 416(c), an
       indeterminate amount of such interests to be offered or sold pursuant to
       the Plans.

    (2)Estimated in part pursuant to Rule 457(h) under the Securities Act of
       1933, as amended (the "Securities Act"), and in part pursuant to Rule
       457(c) under the Securities Act. With respect to 3,872,328 shares
       subject to outstanding options to purchase Common Stock under the Plan,
       the Proposed Maximum Offering Price Per Share is equal to the weighted
       average exercise price of $28.2855 per share pursuant to Rule 457(h)
       under the Securities Act. With respect to 11,127,672 shares of Common
       Stock available for future grant under the Plan, the estimated Proposed
       Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
       under the Securities Act whereby the per share price is the average
       between the high and low price reported on the Nasdaq National Market on
       February 6, 2001, which average was $8.563. The Proposed Maximum
       Offering Price Per Share represents a weighted average of the foregoing
       estimates calculated in accordance with Rules 457(c) and 457(h) under
       the Securities Act.

    (3)Estimated in part pursuant to Rule 457(h) under the Securities Act of
       1933, as amended (the "Securities Act"), and in part pursuant to Rule
       457(c) under the Securities Act. With respect to 3,661,347 shares subject
       to outstanding options to purchase Common Stock under the Plan, the
       Proposed Maximum Offering Price Per Share is equal to the weighted
       average exercise price of $24.5962 per share pursuant to Rule 457(h)
       under the Securities Act. With respect to 338,653 shares of Common Stock
       available for future grant under the Plan, the estimated Proposed
       Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
       under the Securities Act whereby the per share price is the average
       between the high and low price reported on the Nasdaq National Market on
       February 6, 2001, which average was $8.563. The Proposed Maximum
       Offering Price Per Share represents a weighted average of the foregoing
       estimates calculated in accordance with Rules 457(c)) and 457(h) under
       the Securities Act.

<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference into this
Registration Statement:

               (a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

               (b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;

               (c) The Registrant's Current Reports on Form 8-K dated January
26, 2000, February 8, 2000 and January 12, 2001;

               (d) The Registrant's Current Report on Form 8-K/A dated February
8, 2000;

               (e) The Registrant's Current Report on Form 8-K/A dated February
7, 2001;

               (f) The description of the Registrant's Common Stock set forth in
the Registration Statement on Form 8-A filed by the Registrant with the
Securities and Exchange Commission on September 26, 1997, including any
amendments or reports filed for the purpose of updating such description; and

               (g) The description of the Registrant's preferred stock purchase
rights set forth in the Registration Statement on Form 8-A filed by the
Registrant with the Securities and Exchange Commission on December 14, 1998, as
amended on June 16, 1999 and February 7, 2000, including any amendments or
reports filed for the purpose of updating such description.

        All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all of the securities offered hereby have been sold or
which deregisters all of the securities covered hereby then remaining unsold,
shall also be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.

        Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). The registrant's Restated Articles of Incorporation and
Amended and Restated Bylaws provide for indemnification of the registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The directors and officers of the registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the registrant for such
purpose. Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. The registrant's Amended and Restated Articles of Incorporation
contain provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the registrant and its
shareholders. The registrant has entered into certain indemnification agreements
with its officers and directors. The indemnification agreements provide the
registrant's officers and directors with indemnification to the maximum extent
permitted by the WBCA.
<PAGE>   3

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.



<PAGE>   4
ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
    Exhibit
     Number                                       Description
--------------    ----------------------------------------------------------------------------
<S>               <C>

      4.1         RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated

      4.2         RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated

      4.3         Form of Stock Option Agreement under 1996 Stock Option Plan, as amended and
                  restated

      4.4         Form of Stock Option Agreement under 2000 Stock Option Plan, as amended and
                  restated

      5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

     23.1         Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in opinion
                  filed as Exhibit 5.1)

     23.2         Consent of KPMG LLP

     23.3         Consent of Arthur Andersen LLP

     23.4         Consent of Arthur Andersen LLP

     24.1         Power of Attorney (included on signature page)
</TABLE>

ITEM 9. UNDERTAKINGS

A.      The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of
        the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
        after the effective date of this Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against

<PAGE>   5
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.


<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on February 7,
2001.

                                     REALNETWORKS, INC.


                                     By:    /s/  Robert Glaser
                                         -----------------------------
                                            Robert Glaser
                                            Chairman of the Board and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
appoints Robert Glaser and Paul Bialek, and each of them severally, as such
person's attorneys-in-fact, with full power of substitution and resubstitution,
to execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on February 7, 2001.

<TABLE>
<CAPTION>
           SIGNATURE                                     TITLE                           DATE
           ---------                                     -----                           ----
<S>                                      <C>                                        <C>

       /s/ Robert Glaser                 Chairman of the Board and Chief            February 7, 2001
-------------------------------          Executive Officer (Principal Executive
         Robert Glaser                   Officer)

        /s/ Paul Bialek                  Senior Vice President, Finance and         February 7, 2001
-------------------------------          Operations, Chief Financial Officer
          Paul Bialek                    and Treasurer
                                         (Principal Financial and Accounting
                                         Officer)

       /s/ Edward Bleier                 Director                                   February 7, 2001
-------------------------------
         Edward Bleier

      /s/ James W. Breyer                Director                                   February 7, 2001
-------------------------------
        James W. Breyer

      /s/ Bruce Jacobsen                 Director                                   February 7, 2001
-------------------------------
        Bruce Jacobsen

      /s/ Mitchell Kapor                 Director                                   February 7, 2001
-------------------------------
        Mitchell Kapor
</TABLE>


<PAGE>   7
<TABLE>
<CAPTION>
                                         INDEX TO EXHIBITS

     Exhibit
     Number                                         Description
-----------------      ------------------------------------------------------------------------------
<S>                    <C>
      4.1              RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated

      4.2              RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated

      4.3              Form of Stock Option Agreement under 1996 Stock Option Plan, as amended and
                       restated

      4.4              Form of Stock Option Agreement under 2000 Stock Option Plan, as amended and
                       restated

      5.1              Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.

     23.1              Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (included in opinion filed
                       as Exhibit 5.1)

     23.2              Consent of KPMG LLP

     23.3              Consent of Arthur Andersen LLP

     23.4              Consent of Arthur Andersen LLP

     24.1              Power of Attorney (included on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "v69308ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21286}]
{"company-data": {"conformed-name": "REALNETWORKS INC", "cik": "0001046327", "assigned-sic": "7371", "irs-number": "911628146", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55342", "film-number": "1531601"}, "business-address": {"street1": "2601 ELLIOTT AVENUE", "street2": "STE 1000", "city": "SEATTLE", "state": "WA", "zip": "98121", "phone": "2066742700"}, "mail-address": {"street1": "2601 ELLIOTT AVENUE", "street2": "STE 1000", "city": "SEATTLE", "state": "WA", "zip": "98121"}}
1
    As filed with the Securities and Exchange Commission on February 9, 2001
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               REALNETWORKS, INC.
             (Exact name of Registrant as specified in its charter)
WASHINGTON                                          91-1628146
  (State or other jurisdiction of incorporation or          (I.R.S. Employer Identification No.)
                   organization)
2601 ELLIOTT AVENUE, SUITE 1000
                            SEATTLE, WASHINGTON 98121
                                 (206) 674-2700

   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

       REALNETWORKS, INC. 1996 STOCK OPTION PLAN, AS AMENDED AND RESTATED

       REALNETWORKS, INC. 2000 STOCK OPTION PLAN, AS AMENDED AND RESTATED
                            (FULL TITLE OF THE PLAN)

                                   PAUL BIALEK
                       SENIOR VICE PRESIDENT--FINANCE AND
                         OPERATIONS AND CHIEF FINANCIAL
                                     OFFICER
                                REALNETWORKS, INC.
                         2601 ELLIOTT AVENUE, SUITE 1000
                            SEATTLE, WASHINGTON 98121
                                 (206) 674-2700

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
----------------------

                                                  Copies to:

                  KELLY JO MACARTHUR                            PATRICK J. SCHULTHEIS, ESQ.
        SENIOR VICE PRESIDENT, GENERAL COUNSEL                  CHRISTIAN E. MONTEGUT, ESQ.
               AND CORPORATE SECRETARY                        WILSON SONSINI GOODRICH & ROSATI
                  REALNETWORKS, INC.                              PROFESSIONAL CORPORATION
           2601 ELLIOTT AVENUE, SUITE 1000                          5300 CARILLON POINT
              SEATTLE, WASHINGTON 98121                       KIRKLAND, WASHINGTON 98033-7356
                    (206) 674-2700                                     (425) 576-5800

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

                                        CALCULATION OF REGISTRATION FEE

=================================================================================================================
        TITLE OF SECURITIES                      AMOUNT TO BE  PROPOSED MAXIMUM      PROPOSED        AMOUNT OF
         TO BE REGISTERED                        REGISTERED(1)  OFFERING PRICE        MAXIMUM      REGISTRATION
                                                                   PER SHARE        AGGREGATE          FEE
                                                                                     OFFERING
                                                                                       PRICE
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                     15,000,000       $13.65(2)    $204,750,000.00(2)  $51,188.00
   To be issued under the RealNetworks, Inc.
   1996 Stock Option Plan, as amended
   and restated
-----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                     4,000,000        $23.24(3)     $92,960,000.00(3)    $23,240.00
   To be issued under the RealNetworks, Inc.
   2000 Stock Option Plan, as amended
   and restated
-----------------------------------------------------------------------------------------------------------------
Total                                            19,000,000                        $297,710,000     $74,428.00
=================================================================================================================
(1)Together with (i) an indeterminate number of shares of Common Stock that
       may become issuable under the RealNetworks, Inc. 1996 Stock Option Plan,
       as amended and restated and the RealNetworks, Inc. 2000 Stock Option
       Plan, as amended and restated (collectively, the "Plans"), as a result of
       the adjustment provisions therein, and (ii) if any interests in the Plans
       constitute separate securities required to be registered under the
       Securities Act of 1933, as amended, then, pursuant to Rule 416(c), an
       indeterminate amount of such interests to be offered or sold pursuant to
       the Plans.

    (2)Estimated in part pursuant to Rule 457(h) under the Securities Act of
       1933, as amended (the "Securities Act"), and in part pursuant to Rule
       457(c) under the Securities Act. With respect to 3,872,328 shares
       subject to outstanding options to purchase Common Stock under the Plan,
       the Proposed Maximum Offering Price Per Share is equal to the weighted
       average exercise price of $28.2855 per share pursuant to Rule 457(h)
       under the Securities Act. With respect to 11,127,672 shares of Common
       Stock available for future grant under the Plan, the estimated Proposed
       Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
       under the Securities Act whereby the per share price is the average
       between the high and low price reported on the Nasdaq National Market on
       February 6, 2001, which average was $8.563. The Proposed Maximum
       Offering Price Per Share represents a weighted average of the foregoing
       estimates calculated in accordance with Rules 457(c) and 457(h) under
       the Securities Act.

    (3)Estimated in part pursuant to Rule 457(h) under the Securities Act of
       1933, as amended (the "Securities Act"), and in part pursuant to Rule
       457(c) under the Securities Act. With respect to 3,661,347 shares subject
       to outstanding options to purchase Common Stock under the Plan, the
       Proposed Maximum Offering Price Per Share is equal to the weighted
       average exercise price of $24.5962 per share pursuant to Rule 457(h)
       under the Securities Act. With respect to 338,653 shares of Common Stock
       available for future grant under the Plan, the estimated Proposed
       Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
       under the Securities Act whereby the per share price is the average
       between the high and low price reported on the Nasdaq National Market on
       February 6, 2001, which average was $8.563. The Proposed Maximum
       Offering Price Per Share represents a weighted average of the foregoing
       estimates calculated in accordance with Rules 457(c)) and 457(h) under
       the Securities Act.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents are hereby incorporated by reference into this
Registration Statement:

               (a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

               (b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;

               (c) The Registrant's Current Reports on Form 8-K dated January
26, 2000, February 8, 2000 and January 12, 2001;

               (d) The Registrant's Current Report on Form 8-K/A dated February
8, 2000;

               (e) The Registrant's Current Report on Form 8-K/A dated February
7, 2001;

               (f) The description of the Registrant's Common Stock set forth in
the Registration Statement on Form 8-A filed by the Registrant with the
Securities and Exchange Commission on September 26, 1997, including any
amendments or reports filed for the purpose of updating such description; and

               (g) The description of the Registrant's preferred stock purchase
rights set forth in the Registration Statement on Form 8-A filed by the
Registrant with the Securities and Exchange Commission on December 14, 1998, as
amended on June 16, 1999 and February 7, 2000, including any amendments or
reports filed for the purpose of updating such description.

        All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all of the securities offered hereby have been sold or
which deregisters all of the securities covered hereby then remaining unsold,
shall also be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.

        Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not required.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). The registrant's Restated Articles of Incorporation and
Amended and Restated Bylaws provide for indemnification of the registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law. The directors and officers of the registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to a liability insurance policy maintained by the registrant for such
purpose. Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, knowing violations of law or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. The registrant's Amended and Restated Articles of Incorporation
contain provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the registrant and its
shareholders. The registrant has entered into certain indemnification agreements
with its officers and directors. The indemnification agreements provide the
registrant's officers and directors with indemnification to the maximum extent
permitted by the WBCA.
3

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.
4
ITEM 8. EXHIBITS
Exhibit
     Number                                       Description
--------------    ----------------------------------------------------------------------------
4.1         RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated

      4.2         RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated

      4.3         Form of Stock Option Agreement under 1996 Stock Option Plan, as amended and
                  restated

      4.4         Form of Stock Option Agreement under 2000 Stock Option Plan, as amended and
                  restated

      5.1         Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

     23.1         Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in opinion
                  filed as Exhibit 5.1)

     23.2         Consent of KPMG LLP

     23.3         Consent of Arthur Andersen LLP

     23.4         Consent of Arthur Andersen LLP

     24.1         Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS

A.      The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of
        the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
        after the effective date of this Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against
5
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Seattle, State of Washington, on February 7,
2001.

                                     REALNETWORKS, INC.

                                     By:    /s/  Robert Glaser
                                         -----------------------------
                                            Robert Glaser
                                            Chairman of the Board and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
appoints Robert Glaser and Paul Bialek, and each of them severally, as such
person's attorneys-in-fact, with full power of substitution and resubstitution,
to execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on February 7, 2001.
SIGNATURE                                     TITLE                           DATE
           ---------                                     -----                           ----
/s/ Robert Glaser                 Chairman of the Board and Chief            February 7, 2001
-------------------------------          Executive Officer (Principal Executive
         Robert Glaser                   Officer)

        /s/ Paul Bialek                  Senior Vice President, Finance and         February 7, 2001
-------------------------------          Operations, Chief Financial Officer
          Paul Bialek                    and Treasurer
                                         (Principal Financial and Accounting
                                         Officer)

       /s/ Edward Bleier                 Director                                   February 7, 2001
-------------------------------
         Edward Bleier

      /s/ James W. Breyer                Director                                   February 7, 2001
-------------------------------
        James W. Breyer

      /s/ Bruce Jacobsen                 Director                                   February 7, 2001
-------------------------------
        Bruce Jacobsen

      /s/ Mitchell Kapor                 Director                                   February 7, 2001
-------------------------------
        Mitchell Kapor
7
INDEX TO EXHIBITS

     Exhibit
     Number                                         Description
-----------------      ------------------------------------------------------------------------------
4.1              RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated

      4.2              RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated

      4.3              Form of Stock Option Agreement under 1996 Stock Option Plan, as amended and
                       restated

      4.4              Form of Stock Option Agreement under 2000 Stock Option Plan, as amended and
                       restated

      5.1              Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.

     23.1              Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (included in opinion filed
                       as Exhibit 5.1)

     23.2              Consent of KPMG LLP

     23.3              Consent of Arthur Andersen LLP

     23.4              Consent of Arthur Andersen LLP

     24.1              Power of Attorney (included on signature page)