Ownership Submission
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 *
ASTORIA CAPITAL PARTNERS L P
  2. Issuer Name and Ticker or Trading Symbol
RAINING DATA CORP [RDTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1675 S.W. MARLOW AVENUE, SUITE 315
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2005
(Street)

PORTLAND, OR 97225
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 10/14/2005 10/14/2005 J(1)   428,859 D (1) 10,753,273 I By Astoria Capital Partners, L.P. (2)
Common Stock 10/18/2005 10/18/2005 J(3)   441,717 D (3) 10,311,556 I By Astoria Capital Partners, L.P. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
5% Convertible Subordinated Note due 2008 $ 5 10/14/2005 10/14/2005 J(1)     $ 862,979 02/28/2003 05/29/2008 Common Stock $.10 par value 172,595 $ 862,979 $ 21,638,434 I By Astoria Capital Partners, L.P. (2)
5% Convertible Subordinated Note due 2008 $ 5 10/18/2005 10/18/2005 J(3)     $ 888,853 02/28/2003 05/29/2008 Common Stock, $.10 par value 177,770 $ 888,853 $ 20,749,581 I By Astoria Capital Partners, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ASTORIA CAPITAL PARTNERS L P
1675 S.W. MARLOW AVENUE, SUITE 315
PORTLAND, OR 97225
    X    
KOE RICHARD W
1675 S.W. MARLOW AVENUE, SUITE 315
PORTLAND, OR 97225
  X   X    

Signatures

 Astoria Capital Partners, L.P.; By: Astoria Capital Management, Inc., its General Partner; By; Richard W. Koe, its President   10/18/2005
**Signature of Reporting Person Date

 Richard W. Koe   10/18/2005
**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) On October 14, 2005, Astoria Capital Partners, L.P. (the "Partnership") transferred $862,979 of the principal amount of a 5% Convertible Subordinated Note due 2008 dated January 30, 2003 issued by the Issuer and 428,859 shares of the Issuer's Common Stock which was held by the Partnership to one of the Partnership's limited partners under the terms of an Assignment and Assumption Agreement upon the limited partner's withdrawal from the Partnership.
(2) Richard W. Koe is a general partner of the limited partnership and a shareholder of the limited partnership's other general partner. Richard W. Koe disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in the limited partnership.
(3) On October 18, 2005, Astoria Capital Partners, L.P. (the "Partnership") transferred $888,853 of the principal amount of a 5% Convertible Subordinated Note due 2008 dated January 30, 2003 issued by the Issuer and 441,717 shares of the Issuer's Common Stock which was held by the Partnership to one of the Partnership's limited partners under the terms of an Assignment and Assumption Agreement upon the limited partner's withdrawal from the Partnership.

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