**Exhibit 31.2**

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

I, Thomas Lim, certify that:

1.                 Ihave reviewed this quarterly report on Form 10-QSB of Raining DataCorporation;

2.                 Basedon my knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                 Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

4.                 Thesmall business issuer’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

(a)             Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

(b)            Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

(c)             Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

5.                 Thesmall business issuer’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee ofthe small business issuer’s board of directors (or persons performing theequivalent functions):

(a)             All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the small business issuer’sability to record, process, summarize and report financial information; and

(b)            Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.
| Date:                   | August 14, 2006 |   |   |
|-------------------------|-----------------|--------|--------|
|                    |            |   |   |
| /s/ Thomas Lim          |            |   |   |
|                    |            |   |   |
| Thomas Lim              |            |   |   |
| Chief Financial Officer |            |   |   |
|                         |                 |        |        |  |  |  |

 

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