Mail Stop 0303

March 9, 2005

By Facsimile 650-493-6811 and U.S. Mail
John A. Fore, Esq.
Kathleen D. Rothman, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

Re:  	Fair Isaac Corporation
      Schedule TO-I filed on March 25, 2004
	File No. 333-39117

Dear Mr. Fore and Ms. Rothman:

	Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule TO-I  - Revise to "Exhibit (a)(1)(A) - Offering Circular"

Cover Page, page ii

1. Obviously, the statement in the third from the last paragraph
on page (ii) that "the SEC is not reviewing or commenting on this
offering circular and the documents used in the exchange offer" is
incorrect. Please delete.

2. See comment 1 above. If you choose to revise the quoted
language to indicate that your offering circular was the subject of SEC
comments, please ensure that your revised disclosure does not
imply that we have approved or otherwise "cleared" your offer materials.

Where You Can Find More Information, page iii

3. Please delete the statement on page (iii) that Fair Isaac`s
periodic reports may be inspected and copied at the SEC`s New York
Regional Office. Please note that our regional offices no longer
provide such public reference services.

4. Schedule TO does not permit such "forward" incorporation of
filings not yet made with the SEC.  Therefore, please ensure that
you amend the Schedule TO to specifically reference the periodic
reports you wish to incorporate, as they are filed.

Forward-Looking Statements, page 2

5. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform Act of 1995 does not by its terms
apply to statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act of 1933 and Section
21E(b)(2)(C) of the Securities Exchange Act of 1934. Therefore, your
reference to the defined term "forward-looking statements" within the
meaning of the Securities Act and the Exchange Act is inappropriate.
Please delete the reference.

6. In this section, you disclaim any obligation to update any
forward-looking statements made in the offering circular or in
periodic reports you have incorporated by reference. This
disclaimer is inconsistent with your amendment obligation under Rule
13e-4(c)(3). Please revise.

Selected Consolidated Financial Data, page 14

7. We note that you have incorporated by reference your annual
report on Form 10-K for the fiscal year ended September 30, 2004, your
quarterly report on Form 10-Q for the fiscal quarter ended
December 31, 2004, and your current report on Form 8-K filed on February
25, 2005.  Please make an express statement that the financial
statements are incorporated by reference and clearly identify the
information incorporated by reference by page, paragraph, caption, or
otherwise, as required by Instruction 3 to Item 10 of Schedule TO.

8. Where financial statements are material in the context of an
offer or where you incorporate by reference financial statements found
in other documents filed with the SEC, we require you to include in
the document disseminated to investors the summary financial
statements required by Item 1010(c) of Regulation M-A.  See Instruction 6
to Item 10 of Schedule TO and Q&A 7 in Section I.H of the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (July 2001). We note your section entitled
"Selected Consolidated Financial Data."  It appears that you are missing
several item requirements of Item 1010(c) of Regulation M-A,
including, but not limited to, current assets, noncurrent assets,
current liabilities, gross profit, and income or loss from
continuing operations as required by Item 1010(c)(1) and income per
common share from continuing operations per Item 1010(c)(2).  Please
revise to include all of the items required in the summary financial
statements.

The Exchange Offer, page 31
Conditions to the Exchange Offer, page 32

9. In the first paragraph, you state that you may decide to
terminate the exchange offer if one of the listed offer conditions
"fails" and you make the secondary determination that it is "inadvisable
to proceed with the offer..." If a listed offer condition is
implicated by events that occur during the exchange offer such that the
offer condition is deemed to be "triggered" and may be asserted, the
purchasers must disclose that they have made a decision to either
waive the offer condition in order to properly continue the offer
or assert the condition and terminate the offer.  You may not tacitly
waive the offer condition by failing to assert it. As you are
aware, waiver of a material offer condition may require an extension of
the offer and/or dissemination of additional offering material.
Please onfirm your understanding in a supplemental response.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the issuer acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

Very truly yours,


Celeste M. Murphy
Office of Mergers and Acquisitions