CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      FAIR, ISAAC AND COMPANY, INCORPORATED

     FAIR,  ISAAC  AND  COMPANY,   INCORPORATED,  a  Delaware  corporation  (the
"Corporation"), does hereby certify:

     First:  That the Amended and Restated  Certificate of  Incorporation of the
Corporation  is hereby  amended by deleting in its  entirety  Article 4. (a) and
inserting the following in lieu thereof:

     "4.  (a) The  total  number of shares  of all  classes  of stock  which the
     Corporation  shall  have  authority  to issue is one  hundred  one  million
     (101,000,000),  of which one million  (1,000,000) shares shall be Preferred
     Stock  of the par  value  of  $.01  per  share,  and  one  hundred  million
     (100,000,000)  shares  shall be  Common  Stock of the par value of $.01 per
     share.  The number of authorized  shares of Common Stock or Preferred Stock
     may be increased or decreased  (but not below the number of shares  thereof
     then outstanding) if the increase or decrease is approved by the holders of
     a majority of the shares of Common  Stock,  without the vote of the holders
     of the shares of  Preferred  Stock or any series  thereof,  unless any such
     Preferred  holders are entitled to vote thereon  pursuant to the provisions
     established  by the Board of Directors  in the  resolution  or  resolutions
     providing  for the issue of such  Preferred  Stock,  and if such holders of
     such Preferred Stock are so entitled to vote thereon,  then,  except as may
     otherwise  be set  forth in this  Certificate  of  Incorporation,  the only
     stockholder  approval  required shall be that of a majority of the combined
     voting power of the Common and Preferred Stock so entitled to vote."

     Second:  The foregoing  amendment  was duly adopted in accordance  with the
provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
signed by THOMAS G. GRUDNOWSKI,  its President,  and attested by ANDREA M. FIKE,
its Secretary, on this 7th day of February, 2002.


                                     /s/ Thomas G. Grudnowski
                                     -------------------------------------------
                                                THOMAS G. GRUDNOWSKI
                                                      President

                                     ATTEST:


                                     /s/ Andrea M. Fike
                                     -------------------------------------------
                                                   ANDREA M. FIKE
                                                      Secretary