AMENDMENT NO. 1

                  TO THE FAIR, ISAAC AND COMPANY, INCORPORATED
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

         Effective  as  of  March  1,  1988,   the  Fair,   Isaac  and  Company,
Incorporated  Stock Option Plan for Non-Employee  Directors is hereby amended as
follows:

         Section 2(f) is amended to read as follows:

                  "Fair  Market  Value"  shall mean the  market  price of Stock,
         determined by the Committee as follows:

                  (i) If  Stock  was  traded  over-the-counter  on the  date  in
         question,  whether or not classified as a national  market issue,  then
         the Fair  Market  Value  shall be  equal to the mean  between  the last
         reported  representative  bid and asked  prices  quoted  by the  NASDAQ
         system for such date;

                  (ii) If Stock was  traded on a stock  exchange  on the date in
         question,  then the Fair  Market  Value  shall be equal to the  closing
         price reported by the applicable composite-transactions report for such
         date; and

                  (iii) If none of the foregoing provisions is applicable,  then
         the Fair Market  Value shall be  determined  by the  Committee  in good
         faith on such basis as it deems appropriate.

         In all cases,  the  determination of Fair Market Value by the Committee
shall be conclusive and binding on all persons.

         To  record  the  adoption  of this  amendment  to the  Fair,  Isaac and
Company,  Incorporated Stock Option Plan for Non-Employee Directors by the Board
on August 18, 1988, the Corporation has caused its authorized  officers to affix
the corporate name hereto.


                                     Fair, Isaac and Company, Incorporated




                                       By ______________________________________
                                               Peter L. McCorkell
                                               Vice President & Secretary

                                                                    EXHIBIT 10.9