8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



       Date of Report (Date of Earliest Event Reported): AUGUST 14, 2001


                               HNC SOFTWARE INC.
             (Exact name of Registrant as Specified in its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


        0-26146                                       33-0248788
(Commission File Number)                 (I.R.S. Employer Identification Number)



                5935 CORNERSTONE COURT WEST, SAN DIEGO, CA 92121
                    (Address of Principal Executive Offices)

                                 (858) 546-8877
              (Registrant's Telephone Number, Including Area Code)
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ITEM 5:  OTHER EVENTS.

     On August 14, 2001, HNC Software Inc. issued a press release announcing
that it intends to raise up to $125 million of gross proceeds (excluding an
option of the initial purchasers to purchase up to an additional $25 million in
principal amount of the notes) through a private offering of its convertible
subordinated notes. The offering will be made to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as amended.  A
copy of the press release is filed as Exhibit 99.01 and incorporated herein by
reference.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.

(C)      EXHIBITS.

         99.01      Press Release of HNC Software Inc., dated August 14, 2001.



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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        HNC SOFTWARE INC.


                                        By: /s/ RUSSELL C. CLARK
Date: August 14, 2001                      ---------------------------
                                           Russell C. Clark,
                                           Vice President, Corporate Finance
                                           and Assistant Secretary



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                                 EXHIBIT INDEX


Exhibit 99.01     Press Release of HNC Software Inc., dated August 14, 2001.

EX-99.01

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                                                                   EXHIBIT 99.01



HNC SOFTWARE INC. ANNOUNCES PROPOSED PRIVATE OFFERING OF
CONVERTIBLE SUBORDINATED NOTES

August 14, 2001

HNC Software Inc. (Nasdaq: HNCS) today announced that it intends, subject to
market and other conditions, to raise a total of $125 million (not including an
option of the initial purchasers to purchase up to an additional $25 million in
principal amount of the notes) through a private offering of convertible
subordinated notes.  The offering will be made to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").  The Company stated that it intends to use the net proceeds
of the convertible note offering for general corporate purposes, including
working capital.  The Company also may use a portion of the net proceeds to
acquire or invest in complementary technologies, products or businesses.  The
notes are convertible into shares of HNC common stock and will be due September
1, 2008.

The securities to be offered have not been registered under the Securities Act,
or any state securities laws, and unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws.