UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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(f) of the Investment Company Act of 1940

Form 4

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hours per response 0.5

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

(Print or Type Responses)

1 .Name and Address of Reporting Person

Wagner, Geoffrey P.

2. Issuer Name and Ticker or Trading Symbol

Raining Data Corporation (RDTA)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X
Director X 10% Owner

Officer (give Other (specify title below) below)

(Last) (First) (Middle)

6600 S.W. 92^nd Avenue, Suite 370

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year
2/01

(Street)

Portland, OR 97223

5. If Amendment,
Date of Original
(Month/Year)

7. 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. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

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

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

7. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

Common Stock

2/1/01

25,833

$0.71875

2,305,833(1)

(1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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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. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Warrant

$0.71875

2/1/01

(2)

None

Com-mon Stock

4,367

D(3)

Explanation of Responses:

(1) The reporting person is the general partner of Rockport Group, L.P. ("Rockport"), which is the general partner of RCJ Capital Partners, L.P. ("RCJ"). Rockport and RCJ beneficially own 1,420,000 and 850,000 shares, respectively, of the securities reported. Additionally, a trust of which the reporting person's wife is the sole beneficiary beneficially owns 10,000 shares of the securities reported. The reporting person disclaims beneficial ownership of the securities reported, except to the extent of his pecuniary interest.

(2) The warrant initially to purchase 30,000 shares of common stock is exercisable to the extent of one thirty-sixth on the first day of each month following the grant date, July 17, 1998.

(3) The securities reported herein are beneficially owned by Geoffrey P. Wagner directly.

/s/Geoffrey P. Wagner March 6, 2001

Geoffrey P. Wagner Date

**Signature of Reporting Person

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

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RAINING DATA CORP 4