SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

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SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Pivotal Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

72581R 10 6

(CUSIP Number)

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

                 |_| Rule 13d-1(b)

                 |_| Rule 13d-1(c)

                 |X|Rule 13d-1(d)

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        ^*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

        The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	Name Of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only)
	Norman B. Francis

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2	Check The Appropriate Box If A Member Of A     Group (See Instructions)	(a)  |_|
		(b)  |_|

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3	SEC Use Only

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4	Citizenship Or Place Of Organization
	Canadian

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	5	Sole Voting Power
Number of		1,339,182

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Shares	6	Shared Voting Power
Beneficially		697,143

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Owned By	7	Sole Dispositive Power
Each		1,339,182

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Reporting	8	Shared Dispositive Power
Person With		697,143

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9	Aggregate Amount Beneficially Owned By Each Reporting Person
	2,036,325

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10	Check If The Aggregate Amount In Row (9) Excludes Certain Shares      (See Instructions)

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11	Percent Of Class Represented By Amount In Row 9
	8.44%

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12	Type Of Reporting Person (See Instructions)
	IN

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Item 1	(a).	Name of Issuer:
		Pivotal Corporation
Item 1	(b).	Address of Issuer's Principal Executive Offices:
		300 – 224 West Esplanade, North Vancouver, British Columbia, Canada V7M 3M6
Item 2	(a).	Name of Person Filing:
		Norman B. Francis
Item 2	(b).	Address of Principal Business Office or, if None, Residence:
		300 – 224 West Esplanade, North Vancouver, British Columbia, Canada V7M 3M6
Item 2	(c).	Citizenship:
		Canadian
Item 2	(d).	Title of Class of Securities:
		Common Shares
Item 2	(e).	CUSIP Number:
		72581R 10 6

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable
Item 4.	Ownership.

	(a)	Amount beneficially owned:       2,036,325 common shares
	(b)	Percent of class:       8.44%
	(c)	Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

	1,339,182 common shares, which includes
	•  400,800 comon shares held of record by The Francis Family     Trust, a family trust for the benefit of Mr. Francis and his three     children; and
	•  69,725 common shares issuable pursuant to stock options     under the Issuer's Incentive Stock Option Plan that are     excercisable within 60 days of December 31, 2001.

	(ii)	Shared power to vote or to direct the vote

	697,143 common shares, held of recored by Boardwalk Ventures Inc., a
	holding company owened 50% by Mr. Francis and 50% by his spouse.

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(iii)

Sole power to dispose or to direct the disposition of

	1,339,182 common shares, which includes
	•  400,800 common shares held of record by The Francis Family     Trust, a family trust for the benefit of Mr. Francis and his three     children; and
	•  69,725 common shares issuable puruant to stock options under the     Issuer's Incentive Stock Option Plan that our excercisable within 60     days of December 31, 2001.

	(iv)	Shared power to dispose or to direct the disposition of

	697,143 common shares, held of recored by Boardwalk Ventures Inc., a
	holding company owned 50% by Mr. Francis and 50% by his spouse.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	Not applicable
Item 8.	Identification and Classification of Members of the Group.
	Not applicable
Item 9.	Notice of Dissolution of Group.
	Not applicable
Item 10.	Certifications.
	Not applicable

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SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Norman B. Francis

By:   Norman B. Francis

Date: February 14, 2002