EXHIBIT 3.03

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                HNC SOFTWARE INC.


        HNC Software Inc., a Delaware corporation (the "CORPORATION"), does
hereby certify that the following amendment to the Corporation's Restated
Certificate of Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, with the
approval of such amendment by the Corporation's board of directors and
stockholders.

        The first sentence of Article IV of the Restated Certificate of
Incorporation, relating to the Corporation's authorized shares of stock is
amended to read in its entirety as follows:

                      The total number of shares of all classes of stock which
               the corporation has authority to issue is Two Hundred Forty-Four
               Million (244,000,000) shares, consisting of two classes: Two
               Hundred Forty Million (240,000,000) shares of Common Stock,
               $0.001 par value per share, and Four Million (4,000,000) shares
               of Preferred Stock, $0.001 par value per share.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 12th day of June,
2002.


                                            HNC SOFTWARE INC.



                                            By:   /s/ Kenneth J. Saunders
                                               ---------------------------------
                                               Kenneth J. Saunders, Secretary