Exhibit 10.31

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         This Second Amendment to Employment  Agreement (the "Second Amendment")
is made and entered into as of December __, 2001, by and between Fair, Isaac and
Company, Incorporated ("Company") and Thomas G. Grudnowski ("Employee").

         WHEREAS,  Company and  Employee  entered into an  Employment  Agreement
dated August 23, 1999, and amended that  Employment  Agreement as of December 3,
1999 (the Employment Agreement as thus amended is herein "the Agreement"); and

         WHEREAS, the Compensation Committee of the Company's Board of Directors
has reviewed information concerning the base and contingent compensation paid to
chief executive  officers of companies similar to the Company and, based on that
review,  has made  certain  recommendations  to the  Board,  which the Board has
reviewed and which are reflected herein; and

         WHEREAS,  (a)  pursuant  to  the  Agreement  Section  5.0  the  Company
undertook  to  reimburse   Employee  for  all  reasonable  costs  of  relocating
Employee's  family and household to the greater San  Francisco,  California  Bay
Area;  (b) Company and  Employee  have  determined  that it is not  necessary or
desirable  for  Employee to  relocate;  (c) it is  desirable to the Company that
Employee spend substantial amounts of time in the San Raphael area in connection
with Company business; and (d) it is desirable to both Company and Employee that
Employee have a regular place of residence  while on business in the San Raphael
area, to minimize the costs of Employee's travel, and to maximize the efficiency
of Employee's travel on Company's behalf;

         THEREFORE, the parties agree as follows:

1.       Section 2.3 of the  Agreement  is amended to  re-caption  that  Section
"Base  Salary-October  1, 2000 and Thereafter",  and to add the following at the
end of that Section:

         Effective December 1, 2001, Employee's Base Salary is an annual rate of
         Five Hundred Fifty Thousand Dollars ($550,000.00).

2.       Section 2.4 of the Agreement,  Incentive  Awards, is amended to add the
following at the conclusion thereof:

         Commencing  with the Company's  fiscal year 2002 and thereafter  during
         the term of Employee's employment under this Agreement,  in addition to
         the Base  Salary  payable  hereunder,  Employee  shall be  eligible  to
         receive  an annual  bonus  ("Incentive  Award")  with an annual  target
         amount  equal  to  Employee's  Base  Salary,  to be paid if  Employee's
         achievements  are "at plan".  Commencing with the Company's fiscal year
         2001,  portions  of the  Incentive  Award may be  earned  and paid more
         frequently  than annually  and/or under the provisions of the Company's
         other employee  incentive  award plans in which Employee is eligible to
         participate,  as  determined  by  the  Compensation  Committee  of  the
         Company's

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                                                                   Exhibit 10.31

         Board of Directors,  following  discussion  with  Employee.  The actual
         amount of the Incentive Award for each fiscal year may range from $0 to
         twice Base Salary,  based on the  achievement  of  objectives  that the
         Employee and the Company's  Board of Directors will mutually  determine
         in good faith not later than  ninety (90) days after the  beginning  of
         each fiscal year of the Company.  The Incentive  Award shall be due and
         payable to Employee,  in full, no later than November 15th of each year
         of the  term  of  Employee's  employment  and so long  as  Employee  is
         eligible  for the  Incentive  Award and  subject to Section 3.0 of this
         Agreement.

3.       Section  5.0 of the  Agreement  is amended to read in its  entirety  as
follows:

         Section 5.0  COVERAGE OF CERTAIN TRAVEL EXPENSES

                  In lieu of the  relocation  benefits  contemplated  when  this
         Agreement was first executed, effective as of February 1, 2001, and for
         so long as  Employee is Chief  Executive  Officer of the  Company,  the
         Company shall make available to Employee,  on a non-exclusive  basis, a
         place  of  lodging  in the San  Raphael,  California  area.  If,  as of
         February 1, 2001, or thereafter,  Employee has incurred any expenses in
         connection  with the  acquisition  of such  lodging,  the Company  will
         reimburse Employee for such expenses,  in accordance with the Company's
         policies.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Amendment  to be
executed  by its  duly  authorized  officer,  and  Employee  has  executed  this
Amendment, as of the day and year first above written.

FAIR, ISAAC AND COMPANY, INCORPORATED


By:  /s/ A. George Battle
     ----------------------------------------

Its:  Compensation Committee Chairperson

EMPLOYEE


/s/ Thomas G. Grudnowski
---------------------------------------------


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