Amendment 2

                      FAIR, ISAAC AND COMPANY, INCORPORATED
                          1992 LONG-TERM INCENTIVE PLAN
              (As amended and restated effective November 21, 1995)

         Effective  as of  November  25,  1997,  the Fair,  Isaac  and  Company,
Incorporated  1992 Long-Term  Incentive Plan (As amended and restated  effective
November 21, 1995) is hereby amended as follows:

1.       Section  3.1 of the Plan is amended by  deleting  the last  sentence of
         that section, and adding the following at the end thereof:

              "Effective  October 1, 1997,  and on each October 1 thereafter for
              the remaining  term of the Plan,  the  aggregate  number of Shares
              which  may be  issued  under  the  Plan to  individuals  shall  be
              increased  by a number of Common  Shares equal to 4 percent of the
              total number of Common Shares  outstanding  at the end of the most
              recently  concluded  fiscal year. Any Common Shares that have been
              reserved  but not  issued as  Restricted  Shares,  Stock  Units or
              Options  during any fiscal year shall remain  available  for grant
              during any subsequent fiscal year.  Notwithstanding the foregoing,
              no more than  1,500,000  Common  Shares shall be available for the
              grant of ISOs for the  remaining  term of the Plan.  The aggregate
              number of Common  Shares  which may be issued under the Plan shall
              at all times be subject to adjustment  pursuant to Article 10."

2.       Section 16.1 of the Plan is amended by  substituting  the following for
         the last sentence thereof:

              "The Plan  shall  remain in effect  until it is  terminated  under
              Section 16.2,  except that no ISOs shall be granted after November
              24, 2007."

         To  record  the  adoption  of this  amendment  to the  Fair,  Isaac and
Company,  Incorporated  Stock  Option  Plan  for  Non-Employee  Directors  by an
Executive  Committee  of the Board on November  25, 1997,  the  Corporation  has
caused its authorized officers to affix the corporate name hereto.

                               Fair, Isaac and Company, Incorporated


                               By         /s/ PETER L. McCORKELL
                                  ----------------------------------------------
                                              Peter L. McCorkell
                                      Senior Vice President & Secretary