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Fair, Isaac and Company, Incorporated

As filed with the Securities and Exchange Commission on January 30, 2003.

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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


Delaware		94-1499887

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


200 Smith Ranch Road, San Rafael, California		94903

(Address of Principal Executive Offices)		(Zip Code)

Fair, Isaac and Company, Incorporated 1992 Long-Term Incentive Plan

(Full title of the plans)


Andrea M. Fike, Esq. Vice President, General Counsel and Secretary Fair, Isaac and Company, Incorporated 4295 Lexington Avenue North St. Paul, Minnesota 55126 (651) 483-8593		Copy to: Blair W. White, Esq. Pillsbury Winthrop LLP 50 Fremont Street San Francisco, California 94105 (415) 983-1000

(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of

Amount

Proposed Maximum

Proposed

Amount of

Securities To

To Be

Offering Price

Maximum Aggregate

Registration

Be Registered

Registered

per Share

Offering Price

Fee

Common Stock (1)

2,932,093

46.97

(2)

137,720,409.00

(2)

12,671.00

(1)		Includes Preferred Stock Purchase Rights that will be attached to, and represented by the common stock (which Preferred Stock Purchase Rights have no market value independent of the common stock to which they are attached).

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c), based on the average of the high and low prices of Fair, Isaac common stock as reported on the New York Stock Exchange on January 24, 2003.

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

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TABLE OF CONTENTS


PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 5.1
EXHIBIT 23.1

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective.

The Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 27, 1993 (File No. 33-63426), April 1, 1996 (File No. 333-02121), October 1, 1998 (File No. 333-65179), July 28, 1999 (File No. 333-83905), February 1, 2000 (File No. 333-95889) and March 14, 2000 (File No. 333-32398 ) are hereby incorporated by reference.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

	(a)		The Registrant’s Annual Report on Form 10-K, as amended, for the fiscal year ended September 30, 2002;

	(b)		The description of the Registrant’s common stock contained in the Registration Statement on Form 8-A, filed on April 9, 1996, and any subsequent amendment or report filed for the purpose of updating such information; and

	(e)		The description of the Registrant’s preferred stock purchase rights contained in the Registration Statement on Form 8-A, filed on August 10, 2001, and any subsequent amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents until a post-effective amendment of this Registration Statement is filed which indicates that all securities being offered hereby have been sold or which deregisters all securities then remaining unsold.

Item 8. Exhibits


Exhibit
Number		Exhibit


5.1		Opinion of Pillsbury Winthrop LLP regarding legality of securities to be offered.

23.1		Consent of KPMG LLP.

23.2		Consent of Pillsbury Winthrop LLP. (Included in Exhibit 5.1.)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Rafael, California, on January 30, 2003.


		FAIR, ISAAC AND COMPANY, INCORPORATED

		By: /s/ THOMAS G. GRUDNOWSKI
				Thomas G. Grudnowski Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrea M. Fike and Thomas G. Grudnowski, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 29th day of January, 2003.


Principal Executive Officer (and Director)	Directors

/s/ THOMAS G. GRUDNOWSKI Thomas G. Grudnowski, Chief Executive Officer		/s/ A. GEORGE BATTLE A. George Battle

		/s/ GUY R. HENSHAW Guy R. Henshaw

Principal Financial Officer

/s/ KENNETH J. SAUNDERS Kenneth J. Saunders, Vice-President and Chief Financial Officer		/s/ DAVID S. P. HOPKINS David S. P. Hopkins

		/s/ PHILIP G. HEASLEY Philip G. Heasley

Principal Accounting Officer

/s/ RUSSELL CLARK Russell Clark, Vice-President, Finance and Corporate Controller		/s/ TONY J. CHRISTIANSON Tony J. Christianson

		/s/ MARGARET L. TAYLOR Margaret L. Taylor

		/s/ THOMAS F. FARB Thomas F. Farb

		/s/ ALEX W. HART Alex W. Hart

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INDEX TO EXHIBITS


Exhibit
Number		Exhibit


5.1		Opinion of Pillsbury Winthrop LLP regarding legality of securities to be offered.

23.1		Consent of KPMG LLP.

23.2		Consent of Pillsbury Winthrop LLP. (Included in Exhibit 5.1.)

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Exhibit 5.1 [Letterhead of Pillsbury Winthrop LLP] January 29, 2003 Fair, Isaac and Company, Incorporated 200 Smith Ranch Road San Rafael, CA 94903-1996 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We are acting as counsel for Fair, Isaac and Company, Incorporated, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of: (a) 2,932,093 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), issuable pursuant to the Company's 1992 Long-Term Incentive Plan (the "Plan"); and (b) the Company's Preferred Stock Purchase Rights that will be attached to and represented by the certificates issued for shares of the Common Stock (which Preferred Stock Purchase Rights have no market value independent of the Common Stock, to which they are attached). We are of the opinion that such shares of Common Stock, and the Company's Preferred Stock Purchase Rights, have been duly authorized and, when issued in accordance with the Plan, will be legally issued, fully paid and non-assessable, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the rights of creditors generally, and to general principals of equity. The foregoing opinion is limited to the federal laws of the United States, the laws of the State of California, and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Company's Registration Statement on Form S-8. Very truly yours, /s/ PILLSBURY WINTHROP LLP

EXHIBIT 23.1 CONSENT OF KPMG LLP The Board of Directors Fair, Isaac and Company, Incorporated We consent to the use of our report dated October 25, 2002, except as to note 20, which is as of November 18, 2002, relating to the consolidated balance sheets of Fair, Isaac and Company, Incorporated and subsidiaries as of September 30, 2002 and 2001, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended September 30, 2002, which report appears in the September 30, 2002 annual report on Form 10-K of Fair, Isaac and Company, Incorporated, incorporated herein by reference in the Form S-8 Registration Statement dated January 30, 2003. Our report dated October 25, 2002, except as to note 20, which is as of November 18, 2002, contains an explanatory paragraph describing the Company's change in accounting for Business Combinations. /s/ KPMG LLP San Francisco, California January 24, 2003

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