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

                                 AMENDMENT NO. 1
                                       TO
                                    FORM 10-K


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended June 30, 2001

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from ____ to ____

                        Commission File Number 000-26867


                               PIVOTAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

   British Columbia, Canada                           Not Applicable
 (State or other Jurisdiction of           (IRS Employer Identification Number)
 Incorporation or Organization)


                             300-224 West Esplanade
                        North Vancouver, British Columbia
                                     Canada
                                     V7M 3M6
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (604) 988-9982
                         (Registrant's Telephone Number,
                              Including Area Code)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


                                                     NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                           ON WHICH REGISTERED
        -------------------                           -------------------
              N/A                                            N/A

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  Common Shares
--------------------------------------------------------------------------------
                                (Title of Class)

INDICATE  BY CHECK  MARK  WHETHER  THE  REGISTRANT:  (1) HAS FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH  REPORTS);  AND (2) HAS BEEN SUBJECT TO THE
FILING  REQUIREMENTS FOR THE PAST 90 DAYS: Yes [X] No [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS  PURSUANT TO ITEM 405
OF REGULATION  S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,  TO THE
BEST OF REGISTRANT'S  KNOWLEDGE,  IN DEFINITIVE PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K: [ ]


<PAGE>


The aggregate  market value of the voting shares held by  non-affiliates  of the
registrant, based on the closing sale price of the common shares on September 4,
2001 as  reported on the Nasdaq  National  Market was  approximately  U.S.$5.44.
Common  shares held by each current  executive  officer and director and by each
person  who is  known  by the  Registrant  to own 5% or more of the  outstanding
common shares have been excluded from this  computation in that such persons may
be deemed to be affiliates of the Registrant.  This  determination  of affiliate
status is not a conclusive determination for other purposes.

AS OF  SEPTEMBER  1,  2001,  23,996,235  COMMON  SHARES OF THE  REGISTRANT  WERE
OUTSTANDING.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 Not Applicable.



<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements and Financial Statement Schedules

         1.       Index to Consolidated Financial Statements


<TABLE>
<S>                             <C>                                                      <C>
                                                                                         Page
                  Independent Auditor's Report........................................    53
                  Consolidated Balance Sheets.........................................    54
                  Consolidated Statements of Operations...............................    55
                  Consolidated Statements of Shareholders' Equity                         56
                  Consolidated Statements of Cash Flows...............................    57
                  Notes to Consolidated Financial Statements..........................    58
</TABLE>

<TABLE>
<S>                                                                                      <C>

         2.       Index to Financial Statement Schedules
                                                                                         Page
                  Schedule II - Valuation and Qualifying Accounts.....................    79
</TABLE>

(b)      Reports on Form 8-K


         Not Applicable

(c) Exhibits

EXHIBIT  NO.   DESCRIPTION
------------   -------------
2.1(1)         Share  Purchase  Agreement  by and  between  Pivotal  and  Pierre
               Marcel,  Marc  Bahda,  Bernard  Wach and  Other  Shareholders  of
               Transitif S.A., dated December 3, 1999

2.2(2)         Stock Purchase Agreement among Pivotal and Industrial & Financial
               Systems AB and Eli Barak,  Alon Hod and Tony Topaz concerning all
               of the Shares of Exactium Ltd. dated April 11, 2000

2.3(3)         Share Purchase Agreement among Pivotal and David Pritchard,  Kirk
               Herrington,  Michael Satterfield,  Calvin Mah, VW B.C. Technology
               Investment Fund, LP, Venrock  Associates,  Venrock Associates II,
               LP, Working Ventures Canadian Fund Inc., Bank of Montreal Capital
               Corporation,  Sussex Capital Inc. and the Other  Shareholders  of
               Simba  Technologies  Inc.  concerning  all of the Shares of Simba
               Technologies Inc. dated May 29, 2000

3.2(4)         Memorandum and Articles

4.1(4)         Specimen of common share certificate

4.2(4)         Registration Rights (included in Exhibit 10.15)

4.3(2)         Registration Rights Agreement dated June 2, 2000 (included in
               Exhibit 2.2)

4.4(3)         Registration Rights Agreement dated June 26, 2000 (included in
               Exhibit 2.3)

4.5(8)         Specimen of common share certificate as of August 17, 2000

10.1(4)        Employee Share Purchase Plan

10.2(4)        Lease dated as of July 18, 1997 between Sodican (B.C.) Inc. and
               Pivotal for premises located in North Vancouver, B.C.

10.3(4)        Lease dated as of May 26, 1998 between Novo Esplanade Ltd. and
               Pivotal for premises located in North Vancouver, B.C.

10.4(4)        Lease(1) dated as of December 14, 1998 between B.C. Rail Ltd. and
               Pivotal for premises located in North Vancouver, B.C.

10.5(4)        Lease(2) dated as of December 14, 1998, between B.C. Rail Ltd.
               and Pivotal with respect to premises located in North Vancouver,
               B.C.

<PAGE>

10.6(4)        Lease dated as of December  11, 1998  between The Plaza at Yarrow
               Bay Inc.  (previously Yarrow Bay Office III Limited  Partnership)
               and  Pivotal  with  respect  to  premises  located  in  Kirkland,
               Washington

#10.7(4)       Letter  agreement  dated  November 21, 1997  between  Pivotal and
               Robert A. Runge  granting  an option to purchase  250,000  common
               shares

10.8(4)        Canadian  Imperial  Bank  of  Commerce  Cdn$2,000,000   Committed
               Installment Loan dated March 18, 1998

10.9(4)        Canadian Imperial Bank of Commerce  Cdn$3,000,000  Operating Line
               of Credit dated March 18, 1998

10.10(4)       Security  Agreement with Canadian Imperial Bank of Commerce dated
               for reference April 15, 1998

10.11(4)       Contract  Relative to Special Security under the Bank Act between
               Canadian  Imperial  Bank of Commerce and Pivotal  dated April 30,
               1998

10.12(4)       Canadian  Imperial  Bank of Commerce  Schedule - Standard  Credit
               Terms dated March 18, 1998

10.13(4)       Canadian Imperial Bank of Commerce Schedule-Standard Credit Terms
               dated March 18, 1998

10.14(4)       Form of Indemnity Agreement between Pivotal and directors and
               officers of Pivotal

10.15(4)       Investors' Rights Agreement dated January 15, 1999

10.16(5)       Assignment Agreement dated July 12, 2000 between Pivotal and Meta
               Creations  International  Limited for premises located in Dublin,
               Republic of Ireland;  Sub-Lease  dated September 22, 1999 between
               The H.W.  Wilson  Company Inc. and Meta  Creations  International
               Limited for premises located in Dublin, Republic of Ireland

10.17(5)       Lease dated April 14, 2000 among  Deramore  Holdings  Limited(1),
               Pivotal  Corporation  (NI)  Limited (2) and Pivotal for  premises
               located in Belfast, Northern Ireland

#10.18(5)      Employment  Agreement  between  Vince  Mifsud and  Pivotal  dated
               November 10, 1998

10.19(6)       Exactium Ltd. 1999 Stock Option Plan

10.20(7)       Simba Technologies Incentive Stock Option Plan, as amended

10.21(8)       Amended and Restated Incentive Stock Option Plan

10.22(8)       Restated  Offer to Lease dated July 28,  2000  between CB Richard
               Ellis  Limited and Pivotal  with  respect to premises  located in
               Vancouver, B.C.

10.23(8)       First Amendment to Restated Offer to Lease dated October 16, 2000
               between PCI Properties Corp. and Pivotal with respect to premises
               located in Vancouver, B.C.


<PAGE>

10.24(8)       Second  Amendment  to Restated  Offer to Lease dated May 18, 2001
               between PCI Properties Corp. and Pivotal with respect to premises
               located in Vancouver, B.C.

10.25(8)       Lease  dated  June 3,  1996  between  Yonge  Wellington  Property
               Limited  and Simba  Technologies  Incorporated  with  respect  to
               premises located in Vancouver, B.C.

10.26(8)       Sublease dated January 1, 1999 between Brewster Transport Company
               Limited  and Simba  Technologies  Incorporated  with  respect  to
               premises located in Vancouver, B.C.

10.27(8)       Lease dated  September  1, 2000  between  Landgem  Office I, Ltd.
               (previously  Dallas Office Portfolio L.P.) and Software  Spectrum
               CRM, Inc. for premises located in Dallas, Texas

10.28(8)       Lease dated  December  19, 2000 between 485  Properties,  LLC and
               Pivotal for premises located in Atlanta, Georgia

10.29(8)       Lease  dated as of  November  24, 2000  between  Scholl  Consumer
               Products  Limited  and  Pivotal  for  premises  located in Luton,
               England

#10.30(8)      Employment  Agreement  between Kirk  Herrington and Pivotal dated
               June 7, 2000

#10.31(8)      Employment  Agreement between Kent Roger (Bo) Manning and Pivotal
               dated August 22, 2001

10.32(8)       Amendment No.1 dated June 19, 2001 to the Canadian  Imperial Bank
               of Commerce  Cdn$3,000,000  Operating  Line of Credit dated March
               18, 1998

10.33(8)       Amendment  No.2 dated July 3, 2001 to the Canadian  Imperial Bank
               of Commerce  Cdn$3,000,000  Operating  Line of Credit dated March
               18, 1998

21.1(8)        Subsidiaries of Pivotal

23.1           Consent of Deloitte & Touche

24.1(8)        Powers of Attorney (included on signature page)

99.1(8)        Notice of Meeting and Management Information and Proxy Circular
               for the Annual General Meeting to be held on Thursday, November
               15, 2001.

#    Indicates management contract.

(1)  Incorporated by reference to Pivotal's Form 8-K filed on January 25, 2000.
(2)  Incorporated by reference to Pivotal's Form 8-K filed on June 19, 2000.
(3)  Incorporated by reference to Pivotal's Form 8-K filed on July 11, 2000.
(4)  Incorporated by reference to Pivotal's  Registration  Statement on Form F-1
     (No. 333-82871).
(5)  Incorporated  by reference to Pivotal's  Annual Report on Form 10-K for the
     year ended June 30, 2000.
(6)  Incorporated by reference to Pivotal's  Registration  Statement on Form S-8
     (No. 333-39922).
(7)  Incorporated by reference to Pivotal's  Registration  Statement on Form S-8
     (No. 333-42460).
(8)  Previously filed on Pivotal's Annual Report on Form 10-K for the year ended
     June 30, 2001, filed September 28, 2001.

<PAGE>





                                   SIGNATURES

         Registrant.  Pursuant to the requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its  behalf  by the  undersigned,  thereunto  duly  authorized,  in
Vancouver, British Columbia, Canada, on September 28, 2001.

                                    PIVOTAL CORPORATION
                                     (Registrant)


                                    By: /s/ Diane Malaher
                                       ----------------------------
                                       Diane Malaher
                                       (Legal Counsel and Secretary)







<PAGE>

                                 EXHIBIT INDEX


EXHIBIT  NO.   DESCRIPTION
------------   -------------
2.1(1)         Share  Purchase  Agreement  by and  between  Pivotal  and  Pierre
               Marcel,  Marc  Bahda,  Bernard  Wach and  Other  Shareholders  of
               Transitif S.A., dated December 3, 1999

2.2(2)         Stock Purchase Agreement among Pivotal and Industrial & Financial
               Systems AB and Eli Barak,  Alon Hod and Tony Topaz concerning all
               of the Shares of Exactium Ltd. dated April 11, 2000

2.3(3)         Share Purchase Agreement among Pivotal and David Pritchard,  Kirk
               Herrington,  Michael Satterfield,  Calvin Mah, VW B.C. Technology
               Investment Fund, LP, Venrock  Associates,  Venrock Associates II,
               LP, Working Ventures Canadian Fund Inc., Bank of Montreal Capital
               Corporation,  Sussex Capital Inc. and the Other  Shareholders  of
               Simba  Technologies  Inc.  concerning  all of the Shares of Simba
               Technologies Inc. dated May 29, 2000

3.2(4)         Memorandum and Articles

4.1(4)         Specimen of common share certificate

4.2(4)         Registration Rights (included in Exhibit 10.15)

4.3(2)         Registration Rights Agreement dated June 2, 2000 (included in
               Exhibit 2.2)

4.4(3)         Registration Rights Agreement dated June 26, 2000 (included in
               Exhibit 2.3)

4.5(8)         Specimen of common share certificate as of August 17, 2000

10.1(4)        Employee Share Purchase Plan

10.2(4)        Lease dated as of July 18, 1997 between Sodican (B.C.) Inc. and
               Pivotal for premises located in North Vancouver, B.C.

10.3(4)        Lease dated as of May 26, 1998 between Novo Esplanade Ltd. and
               Pivotal for premises located in North Vancouver, B.C.

10.4(4)        Lease(1) dated as of December 14, 1998 between B.C. Rail Ltd. and
               Pivotal for premises located in North Vancouver, B.C.

10.5(4)        Lease(2) dated as of December 14, 1998, between B.C. Rail Ltd.
               and Pivotal with respect to premises located in North Vancouver,
               B.C.

<PAGE>

10.6(4)        Lease dated as of December  11, 1998  between The Plaza at Yarrow
               Bay Inc.  (previously Yarrow Bay Office III Limited  Partnership)
               and  Pivotal  with  respect  to  premises  located  in  Kirkland,
               Washington

#10.7(4)       Letter  agreement  dated  November 21, 1997  between  Pivotal and
               Robert A. Runge  granting  an option to purchase  250,000  common
               shares

10.8(4)        Canadian  Imperial  Bank  of  Commerce  Cdn$2,000,000   Committed
               Installment Loan dated March 18, 1998

10.9(4)        Canadian Imperial Bank of Commerce  Cdn$3,000,000  Operating Line
               of Credit dated March 18, 1998

10.10(4)       Security  Agreement with Canadian Imperial Bank of Commerce dated
               for reference April 15, 1998

10.11(4)       Contract  Relative to Special Security under the Bank Act between
               Canadian  Imperial  Bank of Commerce and Pivotal  dated April 30,
               1998

10.12(4)       Canadian  Imperial  Bank of Commerce  Schedule - Standard  Credit
               Terms dated March 18, 1998

10.13(4)       Canadian Imperial Bank of Commerce Schedule-Standard Credit Terms
               dated March 18, 1998

10.14(4)       Form of Indemnity Agreement between Pivotal and directors and
               officers of Pivotal

10.15(4)       Investors' Rights Agreement dated January 15, 1999

10.16(5)       Assignment Agreement dated July 12, 2000 between Pivotal and Meta
               Creations  International  Limited for premises located in Dublin,
               Republic of Ireland;  Sub-Lease  dated September 22, 1999 between
               The H.W.  Wilson  Company Inc. and Meta  Creations  International
               Limited for premises located in Dublin, Republic of Ireland

10.17(5)       Lease dated April 14, 2000 among  Deramore  Holdings  Limited(1),
               Pivotal  Corporation  (NI)  Limited (2) and Pivotal for  premises
               located in Belfast, Northern Ireland

#10.18(5)      Employment  Agreement  between  Vince  Mifsud and  Pivotal  dated
               November 10, 1998

10.19(6)       Exactium Ltd. 1999 Stock Option Plan

10.20(7)       Simba Technologies Incentive Stock Option Plan, as amended

10.21(8)       Amended and Restated Incentive Stock Option Plan

10.22(8)       Restated  Offer to Lease dated July 28,  2000  between CB Richard
               Ellis  Limited and Pivotal  with  respect to premises  located in
               Vancouver, B.C.

10.23(8)       First Amendment to Restated Offer to Lease dated October 16, 2000
               between PCI Properties Corp. and Pivotal with respect to premises
               located in Vancouver, B.C.


<PAGE>

10.24(8)       Second  Amendment  to Restated  Offer to Lease dated May 18, 2001
               between PCI Properties Corp. and Pivotal with respect to premises
               located in Vancouver, B.C.

10.25(8)       Lease  dated  June 3,  1996  between  Yonge  Wellington  Property
               Limited  and Simba  Technologies  Incorporated  with  respect  to
               premises located in Vancouver, B.C.

10.26(8)       Sublease dated January 1, 1999 between Brewster Transport Company
               Limited  and Simba  Technologies  Incorporated  with  respect  to
               premises located in Vancouver, B.C.

10.27(8)       Lease dated  September  1, 2000  between  Landgem  Office I, Ltd.
               (previously  Dallas Office Portfolio L.P.) and Software  Spectrum
               CRM, Inc. for premises located in Dallas, Texas

10.28(8)       Lease dated  December  19, 2000 between 485  Properties,  LLC and
               Pivotal for premises located in Atlanta, Georgia

10.29(8)       Lease  dated as of  November  24, 2000  between  Scholl  Consumer
               Products  Limited  and  Pivotal  for  premises  located in Luton,
               England

#10.30(8)      Employment  Agreement  between Kirk  Herrington and Pivotal dated
               June 7, 2000

#10.31(8)      Employment  Agreement between Kent Roger (Bo) Manning and Pivotal
               dated August 22, 2001

10.32(8)       Amendment No.1 dated June 19, 2001 to the Canadian  Imperial Bank
               of Commerce  Cdn$3,000,000  Operating  Line of Credit dated March
               18, 1998

10.33(8)       Amendment  No.2 dated July 3, 2001 to the Canadian  Imperial Bank
               of Commerce  Cdn$3,000,000  Operating  Line of Credit dated March
               18, 1998

21.1(8)        Subsidiaries of Pivotal

23.1           Consent of Deloitte & Touche

24.1(8)        Powers of Attorney (included on signature page)

99.1(8)        Notice of Meeting and Management Information and Proxy Circular
               for the Annual General Meeting to be held on Thursday, November
               15, 2001.

#    Indicates management contract.

(1)  Incorporated by reference to Pivotal's Form 8-K filed on January 25, 2000.
(2)  Incorporated by reference to Pivotal's Form 8-K filed on June 19, 2000.
(3)  Incorporated by reference to Pivotal's Form 8-K filed on July 11, 2000.
(4)  Incorporated by reference to Pivotal's  Registration  Statement on Form F-1
     (No. 333-82871).
(5)  Incorporated  by reference to Pivotal's  Annual Report on Form 10-K for the
     year ended June 30, 2000.
(6)  Incorporated by reference to Pivotal's  Registration  Statement on Form S-8
     (No. 333-39922).
(7)  Incorporated by reference to Pivotal's  Registration  Statement on Form S-8
     (No. 333-42460).
(8)  Previously filed on Pivotal's Annual Report on Form 10-K for the year ended
     June 30, 2001, filed September 28, 2001.