Exhibit 3.1
                              AMENDMENT TO BY-LAWS
                                       OF
                      FAIR, ISAAC AND COMPANY, INCORPORATED

                             (Effective May 1, 2001)


Section  1.2 of Article  III of the Bylaws was  amended on May 1, 2001 to reduce
the number of  directors  from nine  directors to eight and now reads as follows


                                   ARTICLE III

                               Board of Directors

         1.1 Powers;  Number;  Qualifications.  The  business and affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors,  except as may be otherwise  provided by law or in the certificate of
incorporation.  The number of  directors  which  shall  constitute  the Board of
Directors shall be eight (8). Directors need not be stockholders.



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