SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                    FORM 8-K




                      CURRENT REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


        DATE OF REPORT (date of earliest event reported): AUGUST 13, 1996


                             Commission File Number
                                     0-16439



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










              DELAWARE                                          94-1499887
   (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification No.)


          120 North Redwood Drive, San Rafael, California     94903
             (Address of principal executive offices)       (Zip Code)

       Registrant's telephone number, including area code: (415) 472-2211

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ITEM 5. Other Events

     On August 13 1996,  the By-laws of the Company were amended by the Board of
Directors (a) to require prior notice of business to be brought by a stockholder
before an annual meeting of stockholders,  (b) to delete the provision  allowing
holders  of 10  percent  of the  voting  power  to  call a  special  meeting  of
stockholders,  (c) to require  prior  notice of  nominations  for  election as a
director,  and (d) to increase the authorized  number of directors from eight to
nine.  The full text of the  By-laws as  amended is set forth in Exhibit  3.1 to
this report on Form 8-K.





                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                       FAIR, ISAAC AND COMPANY, INCORPORATED

DATE:   August 29, 1996



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




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                                  Exhibit Index

                    To Fair, Isaac and Company, Incorporated

                    Report on Form 8-K dated August 29, 1996


                                                                   Sequentially
Exhibit No.       Exhibit                                          Numbered Page
- -----------       -------                                          -------------

3.1               By-laws as amended effective August 13, 1996           4






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