As filed with the Securities and Exchange Commission on February 1, 2000
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                      FAIR, ISAAC AND COMPANY, INCORPORATED
             (Exact name of Registrant as specified in its charter)

                             ----------------------

         Delaware                                           94-1499887
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                              200 Smith Ranch Road
                          San Rafael, California 94903
               (Address of principal executive offices) (Zip code)

                             ----------------------

                      Fair, Isaac and Company, Incorporated
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

                             ----------------------

                            Peter L. McCorkell, Esq.
                      Executive Vice President, Secretary,
                               and General Counsel
                      Fair, Isaac and Company, Incorporated
                              200 Smith Ranch Road
                              San Rafael, CA 94903
                                 (415) 472-2211
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              Barry W. Homer, Esq.
                         Brobeck, Phleger & Harrison LLP
                                One Market Plaza
                         San Francisco, California 94105

                             ----------------------
<TABLE>
This Registration  Statement shall become effective immediately upon filing with
the  Securities and Exchange  Commission in accordance  with Section 8(a) of the
Securities Act of 1933, as amended, (the "1933 Act") and Rule 462 thereunder.

<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
                                                   Amount            Proposed Maximum      Proposed Maximum         Amount of
           Title of Securities                     to be              Offering Price           Aggregate           Registration
             to be Registered                    Registered             per Share           Offering Price             Fee
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
<S>                                         <C>                       <C>                  <C>                     <C>
      Common Stock, $0.01 par value         1,500,000 shares(1)       $ 52.1875 (2)        $ 78,281,250 (2)        $ 20,666.25
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
<FN>
(1)      This Registration Statement also covers any additional shares of Common
         Stock  that are  issued  under the  Registrant's  1999  Employee  Stock
         Purchase   Plan  by  reason  of  any  stock   dividend,   stock  split,
         recapitalization  or other  similar  transaction  effected  without the
         receipt of consideration  which results in an increase in the number of
         Registrant's outstanding shares of Common Stock.
(2)      Estimated  solely for purposes of determining the  registration  fee on
         the basis of the  average of the high and low prices as reported on the
         New York Stock Exchange on January 24, 2000.
</FN>
</TABLE>
                                       1
<PAGE>
                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents of the  Registrant  filed with the  Commission
(File No. 001-13803) are incorporated by reference:

     (a) The Registrant's  Registration  Statement on Form 8-B filed on June 12,
         1997, pursuant to Section 12(g) of the Exchange Act;

     (b) The  Registrant's  Annual  Report  on  Form  10-K  for the  year  ended
         September 30, 1999

     (c) The description of the Common Stock, par value $0.01 per share ("Common
         Stock"),  of  Registrant  contained  in the  Registrant's  Registration
         Statement  on Form 8-A  filed  with the  Commission  on April 9,  1996,
         including any  subsequent  amendment or report filed for the purpose of
         updating such information;

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which  designates all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Peter L.  McCorkell,  Esq. will pass on the legality of the  securities
offered hereby for the  Registrant.  Mr.  McCorkell is Executive Vice President,
Secretary and General Counsel of the Registrant.


Item 6.  Indemnification of Directors and Officers

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General Corporations Law (the "Delaware Law") empowers a Delaware corporation to
indemnify  any  persons who are, or are  threatened  to be made,  parties to any
threatened,  pending or completed  legal action,  suit or  proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of such  corporation),  by reason of the fact that such  person was an
officer or director of such corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such officer or director acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.

                                       2
<PAGE>

         Article 6 of the  Registrant's  restated  Certificate of  Incorporation
provides as follows:


     "(a) A director of the  corporation  shall not be liable to the corporation
     or its  stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the corporation or its stockholders,  (ii) for acts or omissions
     not in good  faith or which  involve  intentional  misconduct  or a knowing
     violation  of  law,  (iii)  under  Section  174  of  the  Delaware  General
     Corporation  Law,  or (iv) for any  transaction  from  which  the  director
     derived an improper personal benefit.

     (b) Each director or officer of the  corporation who was or is made a party
     or is  threatened  to be made a party to or is in any way  involved  in any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (including without limitation any
     action, suit or proceeding brought by or in the right of the corporation to
     procure a judgment in its favor)  (hereinafter a  "proceeding"),  including
     any appeal therefrom,  by reason of the fact that he or she, or a person of
     whom he or she is a legal  representative,  is or was a director or officer
     of the  corporation  or of a subsidiary  of the  corporation,  or is or was
     serving at the  request  of the  corporation  as a  director  or officer of
     another entity or enterprise, or was a director or officer for a foreign or
     domestic corporation which was a predecessor corporation of the corporation
     or of  another  entity or  enterprise  at the  request  of the  predecessor
     corporation,  or by reason of anything  done or not done in such  capacity,
     shall  be  indemnified  and  held  harmless  by the  corporation,  and  the
     corporation  shall  advance  all  expenses  incurred  by any such person in
     connection with any such proceeding  prior to its final  determination,  to
     the fullest extent  authorized by the Delaware General  Corporation Law. In
     any proceeding against the corporation to enforce these rights, such person
     shall be presumed to be entitled  to  indemnification  and the  corporation
     shall have the burden of proof to overcome that presumption.  The rights to
     indemnification and advancement of expenses conferred by this Article shall
     be  presumed  to have been relied  upon by  directors  and  officers of the
     corporation in serving or continuing to serve the  corporation and shall be
     enforceable as contract  rights.  Said rights shall not be exclusive of any
     other  rights to which  those  seeking  indemnification  may  otherwise  be
     entitled.  The corporation may, upon written demand presented by a director
     or officer of the corporation or of a subsidiary of the corporation,  or by
     a person serving at the request of the corporation as a director or officer
     of another  entity or  enterprise,  enter into  contracts  to provide  such
     persons with specific rights to indemnification, which contracts may confer
     rights and  protections  to the maximum  extent  permitted  by the Delaware
     General  Corporation  Law. The  corporation  may create trust funds,  grant
     security interests,  obtain letters of credit, or use other means to ensure
     payment of such  amounts as may be  necessary  to perform  the  obligations
     provided for in this Article 6 or in any such contract."

         The  effect  of these  provisions  is to  eliminate  the  rights of the
Registrant  and its  stockholders  (through  stockholders'  derivative  suits on
behalf of the  Registrant) to recover  monetary  damages  against a director for
breach of fiduciary  duty of care as a director  (including  breaches  resulting
from  negligent  or  grossly  negligent  behavior)  except  in  certain  limited
situations.  These  provisions  do not  limit or  eliminate  the  rights  of the
Registrant or any stockholder to seek non-monetary  relief such as an injunction
or  rescission  in the event of a breach  of a  director's  duty of care.  These
provisions  will not alter the liability of directors  under federal  securities
law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number             Exhibit
--------------             -------

         5                 Opinion of Peter L. McCorkell,  Esq.,  Executive Vice
                           President,  Secretary,  and  General  Counsel  of the
                           Registrant  regarding the legality of the  securities
                           being offered
         23.1              Consent of KPMG LLP
         23.2              Consent  of Peter L.  McCorkell,  Esq.  (Included  in
                           Exhibit 5)
         24                Power of Attorney. Reference is made to the signature
                           page of this Registration Statement.

                                       3
<PAGE>

Item 9.  Undertakings.

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration  statement,  and (iii) to include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into the Registration Statement; and (2) that for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a  post-effective  amendment any of the  securities  being  registered  which
remain unsold at the termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section  15(d) of the 1934 Act) that is  incorporated  by  reference
into  the  Registration  Statement  shall  be  deemed  to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4
<PAGE>


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of San  Rafael,  State  of  California,  on 1st day of
February, 2000.

                                  FAIR, ISAAC AND COMPANY, INCORPORATED


                                  By: /s/Peter L. McCorkell
                                      -----------------------------------------
                                           Peter L. McCorkell
                                           Executive Vice President, Secretary,
                                           and General Counsel



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Fair, Isaac and Company,
Incorporated,  a Delaware corporation, do hereby constitute and appoint Peter L.
McCorkell, Executive Vice President,  Secretary, and General Counsel, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments  which said attorney and agent
determines may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulation  or   requirements   of  the  Commission  in  connection   with  this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all  instruments or documents  filed as part of or in conjunction
with this Registration  Statement or amendments or supplements thereof, and each
of the  undersigned  hereby  ratifies and confirms all that said  attorneys  and
agents, or any one of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.
<TABLE>

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<CAPTION>
Signatures                             Title                                            Date
----------                             -----                                            ----

<S>                                    <C>                                              <C>
 /s/ Thomas G. Grudnowski              President, Chief Executive Officer               February 1, 2000
-------------------------------        (Principal Executive Officer) and Director
Thomas G. Grudnowski

 /s/ Henk J. Evenhuis                  Executive Vice President and Chief Financial     February 1, 2000
-------------------------------        Officer (Principal Financial Officer)
Henk J. Evenhuis

 /s/ A George Battle                   Director                                         February 1, 2000
-------------------------------
A George Battle

 /s/ H. Robert Heller                  Director                                         February 1, 2000
-------------------------------
H. Robert Heller

                                       5

<PAGE>

 /s/ Guy R. Henshaw                    Director                                         February 1, 2000
-------------------------------
Guy R. Henshaw

 /s/ David S. P. Hopkins               Director                                         February 1, 2000
-------------------------------
David S. P. Hopkins

 /s/ Robert M. Oliver                  Director                                         February 1, 2000
-------------------------------
Robert M. Oliver

 /s/ Robert D. Sanderson               Director                                         February 1, 2000
-------------------------------
Robert D. Sanderson

 /s/ John D. Woldrich                  Director                                         February 1, 2000
-------------------------------
John D. Woldrich

 /s/ Tony J. Christianson              Director                                         February 1, 2000
-------------------------------
Tony J. Christianson

 /s/ Margaret L. Taylor                Director                                         February 1, 2000
---------------------------
Margaret L. Taylor

</TABLE>

                                       6
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                      FAIR, ISAAC AND COMPANY, INCORPORATED


                                       7
<PAGE>


                                  EXHIBIT INDEX





Exhibit Number             Exhibit
--------------             -------
      5                    Opinion of Peter L. McCorkell, Esq.

      23.1                 Consent of KPMG LLP

      23.2                 Consent  of Peter L.  McCorkell,  Esq.  (Included  in
                           Exhibit 5)

      24                   Power of Attorney. Reference is made to the signature
                           page of this Registration Statement.

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23180}]
{"company-data": {"conformed-name": "FAIR ISAAC & COMPANY INC", "cik": "0000814547", "assigned-sic": "7389", "irs-number": "941499887", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95889", "film-number": "519299"}, "business-address": {"street1": "111 SMITH RANCH ROAD", "city": "SAN RAFAEL", "state": "CA", "zip": "94903", "phone": "4154722211"}, "mail-address": {"street1": "111 SMITH RANCH ROAD", "city": "SAN RAFAEL", "state": "CA", "zip": "94903"}}
As filed with the Securities and Exchange Commission on February 1, 2000
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                      FAIR, ISAAC AND COMPANY, INCORPORATED
             (Exact name of Registrant as specified in its charter)

                             ----------------------

         Delaware                                           94-1499887
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                              200 Smith Ranch Road
                          San Rafael, California 94903
               (Address of principal executive offices) (Zip code)

                             ----------------------

                      Fair, Isaac and Company, Incorporated
                        1999 Employee Stock Purchase Plan
                            (Full title of the plans)

                             ----------------------

                            Peter L. McCorkell, Esq.
                      Executive Vice President, Secretary,
                               and General Counsel
                      Fair, Isaac and Company, Incorporated
                              200 Smith Ranch Road
                              San Rafael, CA 94903
                                 (415) 472-2211
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                              Barry W. Homer, Esq.
                         Brobeck, Phleger & Harrison LLP
                                One Market Plaza
                         San Francisco, California 94105

                             ----------------------

This Registration  Statement shall become effective immediately upon filing with
the  Securities and Exchange  Commission in accordance  with Section 8(a) of the
Securities Act of 1933, as amended, (the "1933 Act") and Rule 462 thereunder.
CALCULATION OF REGISTRATION FEE
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
                                                   Amount            Proposed Maximum      Proposed Maximum         Amount of
           Title of Securities                     to be              Offering Price           Aggregate           Registration
             to be Registered                    Registered             per Share           Offering Price             Fee
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
Common Stock, $0.01 par value         1,500,000 shares(1)       $ 52.1875 (2)        $ 78,281,250 (2)        $ 20,666.25
------------------------------------------- --------------------- ----------------------- -------------------- ---------------------
(1)      This Registration Statement also covers any additional shares of Common
         Stock  that are  issued  under the  Registrant's  1999  Employee  Stock
         Purchase   Plan  by  reason  of  any  stock   dividend,   stock  split,
         recapitalization  or other  similar  transaction  effected  without the
         receipt of consideration  which results in an increase in the number of
         Registrant's outstanding shares of Common Stock.
(2)      Estimated  solely for purposes of determining the  registration  fee on
         the basis of the  average of the high and low prices as reported on the
         New York Stock Exchange on January 24, 2000.
1
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents of the  Registrant  filed with the  Commission
(File No. 001-13803) are incorporated by reference:

     (a) The Registrant's  Registration  Statement on Form 8-B filed on June 12,
         1997, pursuant to Section 12(g) of the Exchange Act;

     (b) The  Registrant's  Annual  Report  on  Form  10-K  for the  year  ended
         September 30, 1999

     (c) The description of the Common Stock, par value $0.01 per share ("Common
         Stock"),  of  Registrant  contained  in the  Registrant's  Registration
         Statement  on Form 8-A  filed  with the  Commission  on April 9,  1996,
         including any  subsequent  amendment or report filed for the purpose of
         updating such information;

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which  designates all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Peter L.  McCorkell,  Esq. will pass on the legality of the  securities
offered hereby for the  Registrant.  Mr.  McCorkell is Executive Vice President,
Secretary and General Counsel of the Registrant.

Item 6.  Indemnification of Directors and Officers

         The Registrant is a Delaware  corporation.  Section 145 of the Delaware
General Corporations Law (the "Delaware Law") empowers a Delaware corporation to
indemnify  any  persons who are, or are  threatened  to be made,  parties to any
threatened,  pending or completed  legal action,  suit or  proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of such  corporation),  by reason of the fact that such  person was an
officer or director of such corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided that such officer or director acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.

                                       2
Article 6 of the  Registrant's  restated  Certificate of  Incorporation
provides as follows:

     "(a) A director of the  corporation  shall not be liable to the corporation
     or its  stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (i) for any breach of the director's duty of
     loyalty to the corporation or its stockholders,  (ii) for acts or omissions
     not in good  faith or which  involve  intentional  misconduct  or a knowing
     violation  of  law,  (iii)  under  Section  174  of  the  Delaware  General
     Corporation  Law,  or (iv) for any  transaction  from  which  the  director
     derived an improper personal benefit.

     (b) Each director or officer of the  corporation who was or is made a party
     or is  threatened  to be made a party to or is in any way  involved  in any
     threatened, pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (including without limitation any
     action, suit or proceeding brought by or in the right of the corporation to
     procure a judgment in its favor)  (hereinafter a  "proceeding"),  including
     any appeal therefrom,  by reason of the fact that he or she, or a person of
     whom he or she is a legal  representative,  is or was a director or officer
     of the  corporation  or of a subsidiary  of the  corporation,  or is or was
     serving at the  request  of the  corporation  as a  director  or officer of
     another entity or enterprise, or was a director or officer for a foreign or
     domestic corporation which was a predecessor corporation of the corporation
     or of  another  entity or  enterprise  at the  request  of the  predecessor
     corporation,  or by reason of anything  done or not done in such  capacity,
     shall  be  indemnified  and  held  harmless  by the  corporation,  and  the
     corporation  shall  advance  all  expenses  incurred  by any such person in
     connection with any such proceeding  prior to its final  determination,  to
     the fullest extent  authorized by the Delaware General  Corporation Law. In
     any proceeding against the corporation to enforce these rights, such person
     shall be presumed to be entitled  to  indemnification  and the  corporation
     shall have the burden of proof to overcome that presumption.  The rights to
     indemnification and advancement of expenses conferred by this Article shall
     be  presumed  to have been relied  upon by  directors  and  officers of the
     corporation in serving or continuing to serve the  corporation and shall be
     enforceable as contract  rights.  Said rights shall not be exclusive of any
     other  rights to which  those  seeking  indemnification  may  otherwise  be
     entitled.  The corporation may, upon written demand presented by a director
     or officer of the corporation or of a subsidiary of the corporation,  or by
     a person serving at the request of the corporation as a director or officer
     of another  entity or  enterprise,  enter into  contracts  to provide  such
     persons with specific rights to indemnification, which contracts may confer
     rights and  protections  to the maximum  extent  permitted  by the Delaware
     General  Corporation  Law. The  corporation  may create trust funds,  grant
     security interests,  obtain letters of credit, or use other means to ensure
     payment of such  amounts as may be  necessary  to perform  the  obligations
     provided for in this Article 6 or in any such contract."

         The  effect  of these  provisions  is to  eliminate  the  rights of the
Registrant  and its  stockholders  (through  stockholders'  derivative  suits on
behalf of the  Registrant) to recover  monetary  damages  against a director for
breach of fiduciary  duty of care as a director  (including  breaches  resulting
from  negligent  or  grossly  negligent  behavior)  except  in  certain  limited
situations.  These  provisions  do not  limit or  eliminate  the  rights  of the
Registrant or any stockholder to seek non-monetary  relief such as an injunction
or  rescission  in the event of a breach  of a  director's  duty of care.  These
provisions  will not alter the liability of directors  under federal  securities
law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

Exhibit Number             Exhibit
--------------             -------

         5                 Opinion of Peter L. McCorkell,  Esq.,  Executive Vice
                           President,  Secretary,  and  General  Counsel  of the
                           Registrant  regarding the legality of the  securities
                           being offered
         23.1              Consent of KPMG LLP
         23.2              Consent  of Peter L.  McCorkell,  Esq.  (Included  in
                           Exhibit 5)
         24                Power of Attorney. Reference is made to the signature
                           page of this Registration Statement.

                                       3
Item 9.  Undertakings.

         A. The undersigned  Registrant hereby  undertakes:  (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration  statement,  and (iii) to include  any  material  information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into the Registration Statement; and (2) that for the purpose of determining any
liability under the 1933 Act, each such post-effective amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a  post-effective  amendment any of the  securities  being  registered  which
remain unsold at the termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section  15(d) of the 1934 Act) that is  incorporated  by  reference
into  the  Registration  Statement  shall  be  deemed  to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         C. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of San  Rafael,  State  of  California,  on 1st day of
February, 2000.

                                  FAIR, ISAAC AND COMPANY, INCORPORATED

                                  By: /s/Peter L. McCorkell
                                      -----------------------------------------
                                           Peter L. McCorkell
                                           Executive Vice President, Secretary,
                                           and General Counsel

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Fair, Isaac and Company,
Incorporated,  a Delaware corporation, do hereby constitute and appoint Peter L.
McCorkell, Executive Vice President,  Secretary, and General Counsel, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments  which said attorney and agent
determines may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulation  or   requirements   of  the  Commission  in  connection   with  this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all  instruments or documents  filed as part of or in conjunction
with this Registration  Statement or amendments or supplements thereof, and each
of the  undersigned  hereby  ratifies and confirms all that said  attorneys  and
agents, or any one of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signatures                             Title                                            Date
----------                             -----                                            ----
/s/ Thomas G. Grudnowski              President, Chief Executive Officer               February 1, 2000
-------------------------------        (Principal Executive Officer) and Director
Thomas G. Grudnowski

 /s/ Henk J. Evenhuis                  Executive Vice President and Chief Financial     February 1, 2000
-------------------------------        Officer (Principal Financial Officer)
Henk J. Evenhuis

 /s/ A George Battle                   Director                                         February 1, 2000
-------------------------------
A George Battle

 /s/ H. Robert Heller                  Director                                         February 1, 2000
-------------------------------
H. Robert Heller

                                       5
/s/ Guy R. Henshaw                    Director                                         February 1, 2000
-------------------------------
Guy R. Henshaw

 /s/ David S. P. Hopkins               Director                                         February 1, 2000
-------------------------------
David S. P. Hopkins

 /s/ Robert M. Oliver                  Director                                         February 1, 2000
-------------------------------
Robert M. Oliver

 /s/ Robert D. Sanderson               Director                                         February 1, 2000
-------------------------------
Robert D. Sanderson

 /s/ John D. Woldrich                  Director                                         February 1, 2000
-------------------------------
John D. Woldrich

 /s/ Tony J. Christianson              Director                                         February 1, 2000
-------------------------------
Tony J. Christianson

 /s/ Margaret L. Taylor                Director                                         February 1, 2000
---------------------------
Margaret L. Taylor
6
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                      FAIR, ISAAC AND COMPANY, INCORPORATED

                                       7
EXHIBIT INDEX

Exhibit Number             Exhibit
--------------             -------
      5                    Opinion of Peter L. McCorkell, Esq.

      23.1                 Consent of KPMG LLP

      23.2                 Consent  of Peter L.  McCorkell,  Esq.  (Included  in
                           Exhibit 5)

      24                   Power of Attorney. Reference is made to the signature
                           page of this Registration Statement.

                                       8