Sec Form 4 Filing - DOWNS SEAN M @ FAIR ISAAC CORP - 2004-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DOWNS SEAN M 2. Issuer Name and Ticker or Trading Symbol FAIR ISAAC CORP [ FIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 200 SMITH RANCH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2004 (Street) SAN RAFAEL, CA94903 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/05/2004 M 26 A $ 20.64 1,377 D Common Stock 04/05/2004 M 3,243 A $ 34.87 4,620 D Common Stock 04/05/2004 M 12,500 A $ 38.35 17,120 D Common Stock 04/05/2004 M 6,250 A $ 41.9 23,370 D Common Stock 04/05/2004 S 26 D $ 60.5 23,344 D Common Stock 04/05/2004 S 797 D $ 60.5075 22,547 D Common Stock 04/05/2004 S 2,446 D $ 60.7686 20,101 D Common Stock 04/05/2004 S 6,250 D $ 61 13,851 D Common Stock 04/05/2004 S 12,500 D $ 61.01 1,351 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 20.64 02/05/2004 M 26 10/01/2002( 1 ) 10/01/2006 Common Stock 26 $ 0 0 D Incentive Stock Option (right to buy) $ 34.87 02/05/2004 M 797 10/02/2002( 2 ) 10/02/2007 Common Stock 797 $ 0 801 D Non-Qualified Stock Option (right to buy) $ 34.87 02/05/2004 M 2,446 10/02/2002( 3 ) 10/02/2007 Common Stock 2,446 $ 0 2,442 D Non-Qualified Stock Option (right to buy) $ 41.9 02/05/2004 M 6,250 12/05/2003( 4 ) 12/05/2010 Common Stock 6,250 $ 0 18,750 D Non-Qualified Stock Option (right to buy) $ 38.35 02/05/2004 M 12,500 11/14/2003( 4 ) 11/14/2012 Common Stock 112,500 $ 0 37,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOWNS SEAN M 200 SMITH RANCH ROAD SAN RAFAEL, CA94903 Vice President Signatures Sean M. Downs 02/06/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests in two equal annual installments commencing on this date. ( 2 )This option was granted together with the NonQualified option for the same price. Together they vest in three equal annual installments commencing on this date. ( 3 )This option was granted together with the Incentive Stock Option option for the same price. Together they vest in three equal annual installments commencing on this date. ( 4 )This option vests in four equal annual installments commencing on this date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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