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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                         FORM 10-K/A - Amendment No. 1
 (Mark One)
         [x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 1996
                                       or

         [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _____  to  _____.

                         Commission file number 0-26146

                               HNC SOFTWARE INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           NO. 33-0248788
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

               5930 Cornerstone Court West, San Diego, CA  92121
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (619) 546-8877

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

       Yes    X          No    
           -------          -------

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     [x]

       The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the closing price as reported on the Nasdaq Stock
Market at February 28, 1997, was approximately $440 million.  The number of
shares of the registrant's Common Stock outstanding at February 28, 1997 was
19,230,575 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

       Parts of the following documents are incorporated by reference in Parts
II, III and IV of this Annual Report on Form 10-K:  (1) Registrant's Annual
Report to Stockholders for the fiscal year ended December 31, 1996 - Parts II
and IV, and (2) Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders to be filed with the Commission on or before April 30, 1997 - Part
III.  With the exception of those portions which are specifically incorporated
by reference in this Annual Report on Form 10-K, such Annual Report to
Stockholders and Proxy Statement shall not be deemed filed as part of this
Report or incorporated by reference herein.

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The Registrant hereby amends Item 14 of its Annual Report on Form 10-K for the
year ended December 31, 1996 as follows:


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

       (a)   The following documents are filed as part of this report:
             1.  Financial Statements

                 The financial statements of the Company listed below are
                 incorporated herein by reference to the following pages of the
                 1996 Annual Report to Stockholders:
<TABLE>
<CAPTION>
                                                                                                   Page in
                                                                                               Annual Report
                                                                                               -------------
                 <S>                                                                                 <C>
                 Consolidated Balance Sheet as of December 31, 1996 and 1995                         24
                 Consolidated Statement of Income for the years ended December 31,
                       1996, 1995 and 1994                                                           25
                 Consolidated Statement of Cash Flows for the years ended December 31,
                       1996, 1995 and 1994                                                           26
                 Consolidated Statement of Changes in Stockholders' Equity (Deficit) for
                       the years ended December 31, 1996, 1995 and 1994                              27

                 Notes to Consolidated Financial Statements                                          28

                 Report of Independent Accountants                                                   37
</TABLE>

             2.  Financial Statement Schedules:

                 The financial statement schedules of the Company are included
                 in Part IV of this report on the pages indicated:
<TABLE>
<CAPTION>
                                                                                                     Page in
                                                                                                   Form 10-K
                                                                                                   ---------
                 <S>                                                                                 <C>
                 Report of Independent Accountants on Financial Statement Schedule                   29

                 For the three fiscal years ended December 31, 1996--
                       Schedule II  -  Valuation and Qualifying Accounts and Reserves                30

                 All other schedules are omitted because they are not applicable, not
                 required, or the required information is shown in the Financial
                 Statements or notes thereto.
</TABLE>

             3.  Exhibits:

<TABLE>
              <S>        <C>
              2.01       Agreement and Plan of Merger by and between the Registrant
                              and HNC Software Inc., a California corporation (1)
              2.02       Agreement and Plan of Reorganization dated as of July 19, 1996 by and among
                              the Registrant, HNC Merger Corp. and Risk Data Corporation, as amended (2)
              2.03       Agreement of Merger dated August 30, 1996 by and between HNC Merger
                              Corp. and Risk Data Corporation (2)
              2.04       Exchange Agreement dated as of October 25, 1996 by and among the Registrant,
                              Retek Distribution Corporation and the shareholders of Retek
                              Distribution Corporation (3)
              2.05       Form of Option Exchange Agreement between the Registrant and each person
                              who held outstanding options to purchase shares of Retek Distribution
                              Corporation on November 29, 1996 (3)
              3(i).01    Registrant's Certificate of Designation of Preferred Stock (1)
</TABLE>





                                       2
<PAGE>   3
<TABLE>
              <S>         <C>
              3(i).02     Registrant's Certificate of Elimination (4)
              3(i).03     Registrant's Restated Certificate of Incorporation filed with the Secretary of
                              State of Delaware on June 13, 1996 (5)
              3(ii).04    Registrant's Bylaws (1)
              3(ii).05    Registrants Bylaws, as amended (5)
              4.01        Form of Specimen Certificate for Registrant's Common Stock (1)
              4.02        Third Amended Registration Rights Agreement dated March 10, 1993,
                              as amended (1)
              4.03        Second Waiver and Amendment to Third Amended Registration Rights
                              Agreement (4)
              4.04        Registration Rights Agreement dated as of August 30, 1996 by and among the
                              Registrant and the former shareholders of Risk Data Corporation (2)
              4.05        Registration Rights Agreement dated as of October 25, 1996 by and among the
                              Registrant and the former shareholders of Retek Distribution Corporation (3)
              4.06        Amendment No. 1 to the Registration Rights Agreement dated as of February 24, 1997 by
                              and between the Registrant and the former shareholders of Retek Distribution 
                              Corporation *
              10.01       Registrant's 1987 Stock Option Plan and related documents (1)
              10.02       Registrant's 1995 Equity Incentive Plan and related documents as amended
                              December 6, 1996 *
              10.03       Registrant's 1995 Directors Stock Option Plan and related documents (1)
              10.04       Registrant's 1995 Employee Stock Purchase Plan and related documents (1)
              10.05       Form of Indemnity Agreement entered into by Registrant with each of
                              its directors and executive officers (1)
              10.06       Office Building Lease dated as of December 1, 1993, as amended effective
                              February 1, 1994 and June 1, 1994, between Registrant and PacCor Partners (1)
              10.07       Marketing Agreement dated as of June 24, 1993 between Registrant and
                              First Data Resources, Inc. (1) (6)
              10.08       License Agreement dated as of June 24, 1993, as amended October 18, 1993,
                              September 16, 1994 and by letter amendment, with Addendum dated
                              January 21, 1994, as amended February 15, 1995, between Registrant and
                              First Data Resources, Inc. (1) (6)
              10.09       Loan and Security Agreement dated as of September 23, 1992, as amended
                              October 28, 1993, July 21, 1994, May 26, 1995 and August 31, 1995,
                              between Registrant and Silicon Valley Bank (4)
              10.10       Amended Loan and Security Agreement dated as of July 10, 1996, between
                              the Company and Silicon Valley Bank (7)
              10.12       Office Building Lease dated as of June 17, 1996, between Registrant and Williams
                              Properties I, LLC & Williams Properties II, LLC
              10.13       Employment Agreement dated as of September 10, 1996, by and between Aptex
                              Software Inc. and Michael A. Thiemann (8)
              10.14       Investors' Rights Agreement dated as of September 10, 1996, by and among
                              Aptex Software Inc., HNC Software Inc. and Michael A. Thiemann (8)
                              Restricted Stock Purchase Agreement dated as of September 10, 1996, by and
                              between Aptex Software Inc. and Michael Thiemann (8)
              10.16       Aptex Software Inc.'s 1996 Equity Incentive Plan and related documents
              11.01       Statement Regarding Computation of Per Share Earnings
              13.01       1996 Annual Report to Stockholders (to be deemed filed only to the extent
                              provided in Item 6.01(b) (13) of Regulation S-K) *
              21.01       List of Registrant's subsidiaries
              23.01       Consent of Price Waterhouse LLP, Independent Accountants *
              24.01       Power of Attorney (See "Signatures")
              27.01       Financial Data Schedule
</TABLE>
__________________________________





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          *     Filed herewith as a part of this amendment to Report.

         (1)    Incorporated by reference to the Registrant's Form S-1 
                  Registration Statement (File No. 33-91932).

         (2)    Incorporated by reference to the Registrant's Report on Form 
                  8-K filed on September 12, 1996.  

         (3)    Incorporated by reference to the Registrant's Report on Form 
                  8-K filed on December 12, 1996.

         (4)    Incorporated by reference to the Registrant's Form S-1 
                  Registration Statement (File No. 33-99980).  

         (5)    Incorporated by reference to the Registrant's Quarterly Report
                  on Form 10-Q for the  quarter ended June 30, 1996 as 
                  originally filed on August 13, 1996.

         (6)    Incorporated by reference to the Registrant's Quarterly Report 
                  on Form 10-Q for the  quarter ended September 30, 1996 as 
                  originally filed on November 14, 1996.

         (7)    Confidential treatment has been granted for certain portions of
                  this document.  Such portions have been omitted from the 
                  filing and have been filed separately with the Securities and 
                  Exchange Commission.

         (8)    Management Contract.

       (b)   Reports on Form 8-K

             (i)   A Report on Form 8-K was filed on December 12, 1996 with
                   respect to an event dated November 29, 1996 (the acquisition
                   of Retek Distribution Corporation).

             (ii)  A Report on Form 8-K was filed on December 19, 1996 to file
                   the Consolidated Balance Sheet as of December 31, 1996 and
                   1995, the Consolidated Statement of Income for the years
                   ended December 31, 1996, 1995 and 1994, the Consolidated
                   Statement of Cash Flows for the years ended December 31,
                   1996, 1995 and 1994, the Consolidated Statement of Changes in
                   Stockholders' Equity (Deficit) for the years ended December
                   31, 1996, 1995 and 1994, the Notes to Consolidated Financial
                   Statements, and the Report of Independent Accountants, in
                   order to satisfy the financial statement requirements for a
                   Registration Statement on Form S-8 that was filed subsequent
                   to the filing of this Report on Form 8-K, which incorporated
                   this Report on Form 8-K by reference.





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                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  April 10, 1997

                                 HNC SOFTWARE INC.



                                 BY:    /S/ RAYMOND V. THOMAS 
                                    --------------------------------------------
                                        Raymond V. Thomas
                                        Vice President, Finance & Administration
                                          and Chief Financial Officer


       Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

       SIGNATURE                                   TITLE                                              DATE
       ---------                                   -----                                              ----
<S>                                        <C>                                                  <C>
/s/ Robert L. North*                       President and Chief Executive Officer                April 10, 1997
-----------------------------------        (Principal Executive Officer)                                      
Robert L. North                                                         



/s/ Raymond V. Thomas                      Vice President, Finance & Administration             April 10, 1997
-----------------------------------        and Chief Financial Officer (Principal                             
Raymond V. Thomas                          Financial Officer and Principal Accounting 
                                           Officer)                                   
                                                                                      

/s/ Edward K. Chandler*                    Director                                             April 10, 1997
-----------------------------------                                                                           
Edward K. Chandler



/s/ Oliver D. Curme*                       Director                                             April 10, 1997
-----------------------------------                                                                           
Oliver D. Curme



/s/ Roger L. Evans*                        Director                                             April 10, 1997
-----------------------------------                                                                           
Roger L. Evans



/s/ Thomas F. Farb*                        Director                                             April 10, 1997
-----------------------------------                                                                           
Thomas F. Farb
</TABLE>





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<TABLE>
<S>                                        <C>                                                  <C>
/s/ Charles H. Gaylord, Jr.*               Director                                             April 10, 1997
-----------------------------------                                                                           
Charles H. Gaylord, Jr.


* BY:/S/ RAYMOND V. THOMAS  
     -----------------------
    Raymond V. Thomas
    Attorney-in-fact
</TABLE>





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                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                             EXHIBIT TITLE
------                             -------------
<S>           <C>
  2.01        Agreement and Plan of Merger by and between the Registrant
                 and HNC Software Inc., a California corporation (1)
  2.02        Agreement and Plan of Reorganization dated as of July 19, 1996 by and among
                 the Registrant, HNC Merger Corp. and Risk Data Corporation, as amended (2)
  2.03        Agreement of Merger dated August 30, 1996 by and between HNC Merger
                 Corp. and Risk Data Corporation (2)
  2.04        Exchange Agreement dated as of October 25, 1996 by and among the Registrant,
                 Retek Distribution Corporation and the shareholders of Retek
                 Distribution Corporation (3)
  2.05        Form of Option Exchange Agreement between the Registrant and each person
                 who held outstanding options to purchase shares of Retek Distribution
                 Corporation on November 29, 1996 (3)
3(i).01       Registrant's Certificate of Designation of Preferred Stock (1)
3(i).02       Registrant's Certificate of Elimination (4)
3(i).03       Registrant's Restated Certificate of Incorporation filed with the Secretary of
                 State of Delaware on June 13, 1996 (5)
3(ii).04      Registrant's Bylaws (1)
3(ii).05      Registrant's Bylaws, as amended (5)
  4.01        Form of Specimen Certificate for Registrant's Common Stock (1)
  4.02        Third Amended Registration Rights Agreement dated March 10, 1993,
                 as amended (1)
  4.03        Second Waiver and Amendment to Third Amended Registration Rights
                 Agreement (4)
  4.04        Registration Rights Agreement dated as of August 30, 1996 by and among the
                 Registrant and the former shareholders of Risk Data Corporation (2)
  4.05        Registration Rights Agreement dated as of October 25, 1996 by and among the
                 Registrant and the former shareholders of Retek Distribution Corporation (3)
  4.06        Amendment No. 1 to the Registration Rights Agreement dated as of February 24, 1997
                 by and between the Registrant and the former shareholders of Retek Distribution
                 Corporation*
 10.01        Registrant's 1987 Stock Option Plan and related documents (1)
 10.02        Registrant's 1995 Equity Incentive Plan and related documents, as amended December 6, 1996*
 10.03        Registrant's 1995 Directors Stock Option Plan and related documents (1)
 10.04        Registrant's 1995 Employee Stock Purchase Plan and related documents (1)
 10.05        Form of Indemnity Agreement entered into by Registrant with each of
                 its directors and executive officers (1)
 10.06        Office Building Lease dated as of December 1, 1993, as amended effective
                 February 1, 1994 and June 1, 1994, between Registrant and PacCor Partners (1)
 10.07        Marketing Agreement dated as of June 24, 1993 between Registrant and
                 First Data Resources, Inc. (1) (6)
 10.08        License Agreement dated as of June 24, 1993, as amended October 18, 1993,
                 September 16, 1994 and by letter amendment, with Addendum dated
                 January 21, 1994, as amended February 15, 1995, between Registrant and
                 First Data Resources, Inc. (1) (6)
 10.09        Loan and Security Agreement dated as of September 23, 1992, as amended
                 October 28, 1993, July 21, 1994, May 26, 1995 and August 31, 1995,
                 between Registrant and Silicon Valley Bank (4)
 10.10        Amended Loan and Security Agreement dated as of July 10, 1996, between
                 the Company and Silicon Valley Bank (7)
 10.12        Office Building Lease dated as of June 17, 1996, between Registrant and Williams
                 Properties I, LLC & Williams Properties II, LLC
 10.13        Employment Agreement dated as of September 10, 1996, by and between Aptex
</TABLE>





                                       7
<PAGE>   8
<TABLE>
 <S>          <C>
                 Software Inc. and Michael A. Thiemann (8)
 10.14        Investors' Rights Agreement dated as of September 10, 1996, by and among
                 Aptex Software Inc., HNC Software Inc. and Michael A. Thiemann (8)
 10.15        Restricted Stock Purchase Agreement dated as of September 10, 1996, by and between
                 Aptex Software Inc. and Michael Thiemann (8)
 10.16        Aptex Software Inc.'s 1996 Equity Incentive Plan and related documents
 11.01        Statement Regarding Computation of Per Share Earnings
 13.01        1996 Annual Report to Stockholders (to be deemed filed only to the extent
                 provided in Item 6.01(b) (13) of Regulation S-K)*
 21.01        List of Registrant's subsidiaries
 23.01        Consent of Price Waterhouse LLP, Independent Accountants*
 24.01        Power of Attorney (See "Signatures")
 27.01        Financial Data Schedule
</TABLE>
__________________________________

*   Filed herewith as a part of this amendment to Report.
(1)  Incorporated by reference to the Registrant's Form S-1 Registration
       Statement (File No. 33-91932).  
(2)  Incorporated by reference to the Registrant's Report on Form 8-K filed on
       September 12, 1996.  
(3)  Incorporated by reference to the Registrant's Report on Form 8-K filed on
       December 12, 1996.
(4) Incorporated by reference to the Registrant's Form S-1 Registration
       Statement (File No. 33-99980).
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
       for the quarter ended June 30, 1996 as originally filed on August 13, 
       1996.
(6)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
       for the quarter ended September 30, 1996 as originally filed on November
       14, 1996.
(7)  Confidential treatment has been granted for certain portions of this
       document.  Such portions have been omitted from the filing and have been
       filed separately with the Securities and Exchange Commission.
(8)  Management Contract.





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