WASHINGTON, D.C. 20549

                                   FORM 12b-25
                                                          SEC FILE NUMBER

                           NOTIFICATION OF LATE FILING

                                  (Check One):
                                                            CUSIP NUMBER

[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and
Form 10-QSB [ ] Form N-SAR

        For period Ended: December 31, 2001.....................................

        [ ] Transition Report on Form 10-K
        [ ] Transition Report on Form 20-F
        [ ] Transition Report on Form 11-K
        [ ] Transition Report on Form 10-Q
        [ ] Transition Report on Form N-SAR
        For the Transition Period Ended: N/A ...................................


       Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.


       If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:  N/A....................




     Full Name of Registrant

     Former Name if Applicable

     Address of Principal Executive Office (Street and Number)

     City, Sate and Zip Code


     PART II -- RULES 12b-25 (b) AND (c)


     If the subject report could not be filed without unreasonable effort or
     expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
     following should be completed: (Check box if appropriate)

     (a)   The reasons described in reasonable detail in Part III of this form
           could not be eliminated without unreasonable effort or expense;

     (b)   The subject annual report, semi-annual report, transition report on
           Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
[X]        filed on or before the fifteenth calendar day following the
           prescribed due date; or the subject quarterly report of transition
           report on Form 10-Q or 10-QSB, or portion thereof will be filed on or
           before the fifth calendar day following the prescribed due date; and

     (c)   The accountant's statement or other exhibit required by Rule
           12b-25(c) has been attached if applicable.



State below in reasonable detail the reasons why Form 10-K and form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

Registrant engaged KPMG LLP (hereinafter "KPMG") as its new independent auditor
in January 2002. In the course of KPMG's quarterly review of the Registrant's
operating results, certain misapplications of accounting standards became
apparent indicating a potential need to restate the Registrant's prior financial
statements for the fiscal year ended March 31, 2001 and each of the six fiscal
quarters beginning with the fiscal quarter ended June 30, 2000 through the
fiscal quarter ended September 30, 2001. These misapplications are more fully
described in the Registrant's press release dated February 14, 2002. Until such
time as the Registrant resolves the issues raised in connection with its prior
financial statements, the Registrant cannot complete the Registrant's financial
statements for the fiscal quarter ended December 31,


2001. The Registrant is unable to file its Quarterly Report on Form 10-QSB
within the prescribed period without unreasonable effort and expense.

     Part IV -- Other Information

              (1) Name and telephone number of person to contact in regard to
this notification

     SCOTT K. ANDERSON                 (949)                    442-4400
          (Name)                    (Area Code)             (Telephone number)

              (2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
                                                                 [X] Yes  [ ] No

              (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                                 [X] Yes  [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

Primarily as a result of Registrant's acquisition of PickAX, Inc., effective
December 1, 2000, the results of operations for the three and nine month periods
ended December 31, 2001 differ materially from the corresponding periods in the
prior fiscal year. The three and nine month period results for the prior fiscal
year reflect only one month of combined operations following the PickAX

The Registrant is unable to submit a more accurate quantitative description
pending the restatement of its financial statements for the fiscal year ended
March 31, 2001, and each of the quarters in the six quarterly periods ended
September 30, 2001, due to the misapplication of certain accounting standards
discovered in the course of the Registrant's quarterly review conducted by the
Registrant's newly appointed independent auditor, KPMG LLP.

                            RAINING DATA CORPORATION
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

DATE:     FEBRUARY 14, 2002                  BY:     /S/ SCOTT K. ANDERSON, JR.
       -----------------------                       --------------------------
                                                      (SCOTT K. ANDERSON, JR.)
                                                     VICE PRESIDENT -- FINANCE,
                                                      TREASURER AND SECRETARY




       Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).