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 * BAAB CARLTON H   2. Issuer Name and Ticker or Trading Symbol RAINING DATA CORP [RDTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 17500 CARTWRIGHT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/14/2004 (Street) IRVINE, CA 92614 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 12/14/2004   X   1,136,555 A $ 2.35 10,682,033 I Held by ACP (1)

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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

Common Stock Purchase Warrant

$ 2.35

12/14/2004

12/14/2004

X

1,136,555 (2)

12/01/2000

03/16/2005

Common Stock

1,136,555

(3)

$ 0

I

Held by ACP (1)

5% Convertible Subordinated Notes

$ 5

12/14/2004

H

2,423,775.37 (3)

02/28/2003

05/29/2008

Common Stock

484,755

$ 2,423,775.37

21,630,094.63

I

Held by ACP (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BAAB CARLTON H 17500 CARTWRIGHT ROAD IRVINE, CA 92614	X		President and CEO

Signatures

Carlton H. Baab		12/16/2004
**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)	Represents holdings of Astoria Capital Partners, LP (ACP), which are not beneficially owned by the reporting person
(2)	Represents the exercise of common stock purchase warrants by Astoria Capital Parners, LP.
(3)	Effective December 14, 2004, ACP exercised 1,136,555 of Raining Data Corporation common stock purchase warrants at a price of $2.35 per share for a total value of $2,670,904.25. Concurrent with the exercise, Raining Data Corporation paid $247,128.88 in accrued interest on the 5% Subordintated Convertible Note (Note) and re-paid $2,423,775.37 in principal on the Note.

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