As filed with the Securities and Exchange Commission on July ___, 2001.

                                                       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 of other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


       200 Smith Ranch Road
      San Rafael, California                                 94903
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)



                      FAIR, ISAAC AND COMPANY, INCORPORATED
              Certain Stock Options Granted to Thomas G. Grudnowski
                  Certain Stock Options Granted to Mark Pautsch
--------------------------------------------------------------------------------
                            (Full title of the plan)


          HENK J. EVENHUIS                                 Copy to:
      Vice President, Finance
     and Chief Financial Officer                       BLAIR W. WHITE, ESQ.
       FAIR, ISAAC AND COMPANY,                      Pillsbury Winthrop LLP
            INCORPORATED                               Post Office Box 7880
        200 Smith Ranch Road                        San Francisco, CA 94120-7880
        San Rafael, CA 94903
         (415) 472-2211                                    (415) 983-1000
    ----------------------------                  ------------------------------
    (Name, address and telephone
    number, including area code,
       of agent for service)

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
          Title of                    Amount               Proposed Maximum           Proposed Maximum               Amount of
       Securities To                   To Be                Offering Price                Aggregate                Registration
       Be Registered                Registered                 Per Share               Offering Price                   Fee
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>                       <C>                    <C>                            <C>
     Common Stock(1)(2)            75,000 shares             $ 47.4000(4)           $   3,555,000.00(4)            $  888.75
     Common Stock(1)(3)           172,500 shares             $ 32.7083(5)           $   5,642,181.75(5)            $  1,140.55
------------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)      All numbers are adjusted to reflect a three-for-two (3-2) stock split with a record date of May 14, 2001.
(2)      Issued pursuant to a nonstatutory stock option agreement between the Registrant and Thomas G. Grudnowski.
(3)      Issued pursuant to a nonstatutory stock option agreement between the Registrant and Mark Pautsch.
(4)      Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis
         of the average of the high and low prices as reported on the New York Stock Exchange on May 1, 2001.
(5)      Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis
         of the average of the high and low prices as reported on the New York Stock Exchange on August 8, 2000.
</FN>

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

                         The Registration Statement shall become effective upon filing in accordance with
                                            Rule 462 under the Securities Act of 1933.
</TABLE>

<PAGE>


                                     PART I


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 2000.

         (2) The  information  with  regard  to the  Registrant's  common  stock
contained in the  Registrant's  Registration  Statement on Form 8-A  (Commission
File No.  0-16439)  filed  with the  Commission  pursuant  to  Section 12 of the
Securities  and  Exchange Act of 1934,  including  any  subsequent  amendment or
report filed for the purpose of updating such information.

         (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended  December 31, 2000 and March 31, 2001 filed  pursuant to Section 13 of the
Exchange Act.

         (4) The Company's  Current Report on Form 8-K filed with the Commission
on June 1, 2001.

         (5) All other reports filed by the Registrant  since September 30, 2000
with the  Commission  pursuant  to  Section  13(a)  or  15(d) of the  Securities
Exchange Act of 1934.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         The  securities  to be issued are stock  options  granted in accordance
with a nonstatutory  stock option agreement between the Registrant and Thomas G.
Grudnowski and a nonstatutory  stock option agreement between the Registrant and
Mark  Pautsch.  Upon  vesting  and in  accordance  with the  provisions  of such
nonstatutory stock option agreement,  each option entitles Mr. Grudnowski or Mr.
Pautsch to purchase one share of the Registrant's Common Stock. The Registrant's
Common Stock is registered under Section 12 of the Exchange Act and is traded on
the New York Stock Exchange.  Accordingly, no description of the Common Stock is
provided hereunder.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Officers and Directors.

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


                                       2

<PAGE>


         "(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 ottherwise 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."

         Section 145 of the General Corporation Law of the State of Delaware, in
which the Registrant is incorporated,  permits,  subject to certain  conditions,
the  indemnification  of  directors  or officers of a Delaware  corporation  for
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in relation to certain  matters  against  them as such  directors or
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

Exhibit
Number           Exhibit
------           -------
   5.1           Opinion of  Pillsbury  Winthrop LLP as to the legality of the
                 securities being registered.
  23.1           Consent of Pillsbury  Winthrop  LLP (included in Exhibit 5.1).
  23.2           Consent of KPMG LLP.
  24.1           Power of Attorney (see page 5).


                                       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
Securities Act of 1933;

              (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the dollar value of securities  offered would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in 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
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.


                                       4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 July __,
2001.

                                       FAIR, ISAAC AND COMPANY, INCORPORATED




                                   By              /s/ HENK J. EVENHUIS
                                      ------------------------------------------
                                                      Henk J. Evenhuis
                                      Vice President and Chief Financial Officer



                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  HENK J.  EVENHUIS his true and lawful
attorney-in-fact,  with  full  power of  substitution,  for him,  in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:
<TABLE>
<CAPTION>

                 Signature                                 Title                                        Date
      ------------------------------            ------------------------------           ------------------------------

<S>                                           <C>                                                   <C>
         /s/ THOMAS G. GRUDNOWSKI             President, Chief Executive Officer                    July  31, 2001
      ------------------------------          (Principal Executive Officer) and Director
           Thomas G. Grudnowski


           /s/ HENK J. EVENHUIS               Vice President and                                    July  31, 2001
      ------------------------------          Chief Financial Officer
             Henk J. Evenhuis                 (Principal Financial Officer)


            /s/ JONATHAN R. BOND
      ------------------------------          Vice President of Finance,                            July  31, 2001
             Jonathan R. Bond                 Corporate Controller
                                              (Principal Accounting Officer)


           /s/ A. GEORGE BATTLE                                 Director                            July  31, 2001
      ------------------------------
             A. George Battle


         /s/ TONY J. CHRISTIANSON                               Director                            July  31, 2001
      ------------------------------
           Tony J. Christianson


          /s/ MARGARET L. TAYLOR                                Director                            July  31, 2001
      ------------------------------
            Margaret L. Taylor


                                                                 5


<PAGE>


            /s/ GUY R. HENSHAW                                  Director                            July  31, 2001
      ------------------------------
              Guy R. Henshaw


          /s/ DAVID S.P. HOPKINS                                Director                            July  31, 2001
      ------------------------------
            David S.P. Hopkins


           /s/ ROBERT M. OLIVER                                 Director                            July  31, 2001
      ------------------------------
             Robert M. Oliver


</TABLE>



                                                                 6

<PAGE>


                                INDEX TO EXHIBITS



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

  5.1       Opinion  of  Pillsbury  Winthrop  LLP  as to  the  legality  of  the
            securities being registered.
  23.1      Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
  23.2      Consent of KPMG LLP.
  24.1      Power of Attorney (see page 5).



                                        7
[{"type": "S-8", "sequence": "1", "filename": "p14098_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21121}]
{"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": "333-66332", "film-number": "1693813"}, "business-address": {"street1": "200 SMITH RANCH ROAD", "city": "SAN RAFAEL", "state": "CA", "zip": "94903", "phone": "4154722211"}, "mail-address": {"street1": "200 SMITH RANCH ROAD", "city": "SAN RAFAEL", "state": "CA", "zip": "94903"}}
As filed with the Securities and Exchange Commission on July ___, 2001.

                                                       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 of other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

       200 Smith Ranch Road
      San Rafael, California                                 94903
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

                      FAIR, ISAAC AND COMPANY, INCORPORATED
              Certain Stock Options Granted to Thomas G. Grudnowski
                  Certain Stock Options Granted to Mark Pautsch
--------------------------------------------------------------------------------
                            (Full title of the plan)

          HENK J. EVENHUIS                                 Copy to:
      Vice President, Finance
     and Chief Financial Officer                       BLAIR W. WHITE, ESQ.
       FAIR, ISAAC AND COMPANY,                      Pillsbury Winthrop LLP
            INCORPORATED                               Post Office Box 7880
        200 Smith Ranch Road                        San Francisco, CA 94120-7880
        San Rafael, CA 94903
         (415) 472-2211                                    (415) 983-1000
    ----------------------------                  ------------------------------
    (Name, address and telephone
    number, including area code,
       of agent for service)

                                                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
          Title of                    Amount               Proposed Maximum           Proposed Maximum               Amount of
       Securities To                   To Be                Offering Price                Aggregate                Registration
       Be Registered                Registered                 Per Share               Offering Price                   Fee
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Common Stock(1)(2)            75,000 shares             $ 47.4000(4)           $   3,555,000.00(4)            $  888.75
     Common Stock(1)(3)           172,500 shares             $ 32.7083(5)           $   5,642,181.75(5)            $  1,140.55
------------------------------------------------------------------------------------------------------------------------------------
(1)      All numbers are adjusted to reflect a three-for-two (3-2) stock split with a record date of May 14, 2001.
(2)      Issued pursuant to a nonstatutory stock option agreement between the Registrant and Thomas G. Grudnowski.
(3)      Issued pursuant to a nonstatutory stock option agreement between the Registrant and Mark Pautsch.
(4)      Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis
         of the average of the high and low prices as reported on the New York Stock Exchange on May 1, 2001.
(5)      Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis
         of the average of the high and low prices as reported on the New York Stock Exchange on August 8, 2000.
-----------------

                         The Registration Statement shall become effective upon filing in accordance with
                                            Rule 462 under the Securities Act of 1933.
PART I

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         *  Information  required by Part I to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 2000.

         (2) The  information  with  regard  to the  Registrant's  common  stock
contained in the  Registrant's  Registration  Statement on Form 8-A  (Commission
File No.  0-16439)  filed  with the  Commission  pursuant  to  Section 12 of the
Securities  and  Exchange Act of 1934,  including  any  subsequent  amendment or
report filed for the purpose of updating such information.

         (3) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended  December 31, 2000 and March 31, 2001 filed  pursuant to Section 13 of the
Exchange Act.

         (4) The Company's  Current Report on Form 8-K filed with the Commission
on June 1, 2001.

         (5) All other reports filed by the Registrant  since September 30, 2000
with the  Commission  pursuant  to  Section  13(a)  or  15(d) of the  Securities
Exchange Act of 1934.

         In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         The  securities  to be issued are stock  options  granted in accordance
with a nonstatutory  stock option agreement between the Registrant and Thomas G.
Grudnowski and a nonstatutory  stock option agreement between the Registrant and
Mark  Pautsch.  Upon  vesting  and in  accordance  with the  provisions  of such
nonstatutory stock option agreement,  each option entitles Mr. Grudnowski or Mr.
Pautsch to purchase one share of the Registrant's Common Stock. The Registrant's
Common Stock is registered under Section 12 of the Exchange Act and is traded on
the New York Stock Exchange.  Accordingly, no description of the Common Stock is
provided hereunder.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Officers and Directors.

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

                                       2
"(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 ottherwise 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."

         Section 145 of the General Corporation Law of the State of Delaware, in
which the Registrant is incorporated,  permits,  subject to certain  conditions,
the  indemnification  of  directors  or officers of a Delaware  corporation  for
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  incurred  in  connection  with the  defense of any  action,  suit or
proceeding  in relation to certain  matters  against  them as such  directors or
officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

Exhibit
Number           Exhibit
------           -------
   5.1           Opinion of  Pillsbury  Winthrop LLP as to the legality of the
                 securities being registered.
  23.1           Consent of Pillsbury  Winthrop  LLP (included in Exhibit 5.1).
  23.2           Consent of KPMG LLP.
  24.1           Power of Attorney (see page 5).

                                       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
Securities Act of 1933;

              (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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the dollar value of securities  offered would not exceed
that which was  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

              (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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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  Securities  Exchange Act of 1934
that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in 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
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 July __,
2001.

                                       FAIR, ISAAC AND COMPANY, INCORPORATED

                                   By              /s/ HENK J. EVENHUIS
                                      ------------------------------------------
                                                      Henk J. Evenhuis
                                      Vice President and Chief Financial Officer

                                POWER OF ATTORNEY
                                -----------------

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  HENK J.  EVENHUIS his true and lawful
attorney-in-fact,  with  full  power of  substitution,  for him,  in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  hereby ratifying and confirming all that said attorney-in-fact,  or
his substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:
Signature                                 Title                                        Date
      ------------------------------            ------------------------------           ------------------------------
/s/ THOMAS G. GRUDNOWSKI             President, Chief Executive Officer                    July  31, 2001
      ------------------------------          (Principal Executive Officer) and Director
           Thomas G. Grudnowski

           /s/ HENK J. EVENHUIS               Vice President and                                    July  31, 2001
      ------------------------------          Chief Financial Officer
             Henk J. Evenhuis                 (Principal Financial Officer)

            /s/ JONATHAN R. BOND
      ------------------------------          Vice President of Finance,                            July  31, 2001
             Jonathan R. Bond                 Corporate Controller
                                              (Principal Accounting Officer)

           /s/ A. GEORGE BATTLE                                 Director                            July  31, 2001
      ------------------------------
             A. George Battle

         /s/ TONY J. CHRISTIANSON                               Director                            July  31, 2001
      ------------------------------
           Tony J. Christianson

          /s/ MARGARET L. TAYLOR                                Director                            July  31, 2001
      ------------------------------
            Margaret L. Taylor

                                                                 5
/s/ GUY R. HENSHAW                                  Director                            July  31, 2001
      ------------------------------
              Guy R. Henshaw

          /s/ DAVID S.P. HOPKINS                                Director                            July  31, 2001
      ------------------------------
            David S.P. Hopkins

           /s/ ROBERT M. OLIVER                                 Director                            July  31, 2001
      ------------------------------
             Robert M. Oliver
6
INDEX TO EXHIBITS

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

  5.1       Opinion  of  Pillsbury  Winthrop  LLP  as to  the  legality  of  the
            securities being registered.
  23.1      Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
  23.2      Consent of KPMG LLP.
  24.1      Power of Attorney (see page 5).

                                        7