<PAGE>
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO __________

                        COMMISSION FILE NUMBER 000-24677

                        BINDVIEW DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                     TEXAS                              76-0306721
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

   5151 SAN FELIPE, 25th FLOOR, HOUSTON, TX                77056
   (Address of principal executive offices)              (Zip code)

                                 (713) 561-4000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

As of May 10, 2002, the Company had 51,728,303 shares of Common Stock, no par
value, outstanding.

================================================================================


                                       1
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        BINDVIEW DEVELOPMENT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      MARCH 31,     DECEMBER 31,
                                                                        2002            2001
                                                                     ----------     ------------
                                                                     (UNAUDITED)
<S>                                                                  <C>             <C>
                              ASSETS
Current assets:
     Cash and cash equivalents                                       $   45,388      $   39,791
     Short-term investments                                                  --           3,253
     Accounts receivable, net of allowance of $1,393 and $1,097           7,825          10,344
     Other                                                                1,176           1,180
                                                                     ----------      ----------
          Total current assets                                           54,389          54,568
     Property and equipment, net                                          9,044           9,221
     Deferred income taxes                                               19,791          19,562
     Investments and other                                                4,766           4,770
                                                                     ----------      ----------
                 Total assets                                        $   87,990      $   88,121
                                                                     ==========      ==========
              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                $    2,211      $    1,619
     Accrued liabilities                                                  3,928           5,098
     Accrued compensation                                                 2,433           4,051
     Deferred revenues                                                   13,324          10,350
                                                                     ----------      ----------
          Total current liabilities                                      21,896          21,118

Deferred revenues                                                         2,270           2,618
Other                                                                       606             576

Shareholders' equity:
     Common stock, no par value, 100,000 shares authorized,
         51,718 and 54,375 shares issued                                      1               1
     Preferred stock, $0.01 par value, 20,000 shares authorized,
         none issued                                                         --              --
     Additional paid-in capital                                         109,513         121,884
     Notes receivable from shareholders                                  (1,188)         (1,188)
     Accumulated deficit                                                (44,389)        (43,965)
     Accumulated other comprehensive loss                                  (719)           (185)
     Treasury stock, at cost, 2,998 shares outstanding at
         December 31, 2001                                                   --         (12,738)
                                                                     ----------      ----------
           Total shareholders' equity                                    63,218          63,809
                                                                     ----------      ----------
                 Total liabilities and shareholders' equity          $   87,990      $   88,121
                                                                     ==========      ==========
</Table>

            See notes to unaudited consolidated financial statements.

                                       2
<PAGE>

                        BINDVIEW DEVELOPMENT CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                        --------------------------
                                                           2002            2001
                                                        ----------      ----------
<S>                                                     <C>             <C>
Revenues:
   Licenses                                             $    9,542      $    9,753
   Services                                                  7,263           7,264
                                                        ----------      ----------
                                                            16,805          17,017
Cost of revenues:
   Licenses                                                    156             335
   Services                                                  1,570           1,512
                                                        ----------      ----------
                                                             1,726           1,847

Gross profit                                                15,079          15,170

Operating costs and expenses:
   Sales and marketing                                      10,363          12,958
   Research and development                                  5,019           5,930
   General and administrative                                1,909           2,680
   Transaction and restructuring                                --             594
                                                        ----------      ----------
Operating loss                                              (2,212)         (6,992)

Other income                                                 1,559             885
                                                        ----------      ----------
Loss before income taxes                                      (653)         (6,107)
Benefit for income taxes                                      (229)         (1,832)
                                                        ----------      ----------
Net loss                                                $     (424)     $   (4,275)
                                                        ==========      ==========

Loss per common share - basic and diluted               $    (0.01)     $    (0.08)
                                                        ==========      ==========
Reconciliation of net loss to comprehensive loss:
   Net loss                                             $     (424)     $   (4,275)
   Loss from foreign currency translation                     (534)            (60)
                                                        ----------      ----------
   Comprehensive loss                                   $     (958)     $   (4,335)
                                                        ==========      ==========
</Table>

            See notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                        BINDVIEW DEVELOPMENT CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                           THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                      --------------------------
                                                                         2002            2001
                                                                      ----------      ----------
<S>                                                                   <C>             <C>
Cash flows from operating activities:
     Net loss                                                         $     (424)     $   (4,275)
     Adjustments to reconcile net loss to net cash provided by
          operating activities:
          Depreciation and amortization                                    1,037           1,700
          Bad debt expense                                                    --             181
          Deferred income tax benefit                                       (229)         (1,831)
          Other                                                               74              --
          Changes in operating assets and liabilities:
               Accounts receivable                                         2,080           9,511
               Other assets                                                   29             393
               Accounts payable                                              551          (3,182)
               Accrued liabilities                                        (2,820)         (1,846)
               Deferred revenues                                           2,691           1,089
                                                                      ----------      ----------
                    Net cash provided by operating activities              2,989           1,740
                                                                      ----------      ----------
Cash flows from investing activities:
     Capital expenditures                                                   (892)         (1,170)
     Net proceeds from maturity (purchase) of investments                  3,253             (47)
                                                                      ----------      ----------
                    Net cash provided by (used in) investing
                         activities                                        2,361          (1,217)
                                                                      ----------      ----------
Cash flows from financing activities:
     Repurchase of common stock                                               --          (5,842)
     Net proceeds from sale of common stock                                  367             949
                                                                      ----------      ----------
                    Net cash provided by (used in) financing
                         activities                                          367          (4,893)

Effect of exchange rate changes on cash                                     (120)           (151)
                                                                      ----------      ----------
Net increase (decrease) in cash and cash equivalents                       5,597          (4,521)
Cash and cash equivalents at beginning of year                            39,791          49,337
                                                                      ----------      ----------
Cash and cash equivalents at end of period                            $   45,388      $   44,816
                                                                      ==========      ==========

Non-cash financing and investing activities:
  Tax benefit related to the exercise of employee stock options       $       --      $      744
</Table>

            See notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                        BINDVIEW DEVELOPMENT CORPORATION
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.   GENERAL

     The accompanying consolidated financial statements of BindView Development
Corporation, a Texas corporation (the "Company" or "BindView"), included herein
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The Company
believes that the presentations and disclosures herein are adequate to make the
information not misleading. The consolidated financial statements reflect all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation of the interim periods.

     The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year. These
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 2001.

2.   EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
earnings (loss) per share (in thousands, except per share amounts):

<Table>
<Caption>
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                             --------------------------
                                                2002             2001
                                             ----------      ----------
<S>                                          <C>             <C>
Numerator:
   Net loss - numerator for
       loss per share - basic and
       diluted                               $     (424)     $   (4,275)
                                             ==========      ==========
Denominator:
   Denominator for basic loss per
     share - weighted-average shares             51,587          51,557

Effect of dilutive securities:
   Effect of stock options                           --              --
                                             ----------      ----------
        Total diluted shares                     51,587          51,557
                                             ==========      ==========
Loss per common share - basic and
   diluted                                   $    (0.01)     $    (0.08)
                                             ==========      ==========
</Table>

     Options and warrants to purchase 7.9 million shares of common stock for the
three months ended March 31, 2002 and 10.1 million shares of common stock for
the three months ended March 31, 2001 were outstanding, but were not included in
the computation of diluted loss per share as their inclusion would have been
anti-dilutive.

3.   RESTRUCTURING EXPENSES AND ASSET IMPAIRMENTS

     In 2001, the Company completed a corporate reorganization and implemented a
number of cost-cutting measures to improve operating efficiency and to
accelerate the Company's return to profitability. The cost of this plan totaled
approximately $6.6 million and consisted primarily of (i) involuntary employee
separation for approximately 160 employees (a reduction in workforce of
approximately 21 percent), (ii) closing or downsizing of the Company's Boston
and Arlington development centers and certain European sales offices, (iii)
reserves for leasehold abandonment (net of expected sublease rentals of
approximately $3.0 million), and (iv) various non-personnel related cuts. The
restructuring costs included a $1.2 million charge related to asset impairments
of leasehold improvements, equipment and other assets of the closed or downsized
offices. The costs of the plan were based on management's best estimate based on
information available at the time. Subsequent to recording the


                                       5
<PAGE>

                        BINDVIEW DEVELOPMENT CORPORATION
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

charge, the cost of employee severances increased for certain foreign employees
and the Company's estimate of sublease rentals for certain leased property
increased, which is reflected below in the Adjustments column.

     The accrued restructuring expenses and amounts charged against the
provision as of March 31, 2002 were as follows (in thousands):

<Table>
<Caption>
                                RESTRUCTURING                      CASH                       REMAINING ACCRUAL
                                   CHARGES       ADJUSTMENTS    EXPENDITURES     WRITE-OFFS     MARCH 31, 2002
                                -------------    -----------    ------------     ----------   -----------------
<S>                             <C>              <C>            <C>              <C>          <C>
Employee severance ..........     $    2,791     $      764      $   (3,472)     $       --      $       83
Lease commitments ...........          2,182           (934)           (817)             --             431
Office closure costs ........            111            (52)            (59)             --              --
Asset impairments ...........          1,169             --              --          (1,169)             --
Other restructuring costs ...            341            222            (458)             --             105
                                  ----------     ----------      ----------      ----------      ----------
                                  $    6,594     $       --      $   (4,806)     $   (1,169)     $      619
                                  ==========     ==========      ==========      ==========      ==========
 </Table>

4.   INCOME TAXES

     The Company follows the liability method of accounting for income taxes.
Under this method, deferred income tax assets and liabilities are determined
based on differences between the financial statement and income tax bases of
assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. The Company's interim provisions for
income taxes were computed using its estimated effective tax rate for the year.

     At March 31, 2002, the Company had net operating loss ("NOL") carryforwards
of approximately $74 million available to offset future taxable income. These
NOL carryforwards expire between 2003 and 2021. Because of the uncertainty
regarding utilization of the NOL carryforwards, the Company has established a
valuation allowance on these carryforwards of $12.5 million. After giving effect
to the valuation allowance, the Company has a deferred tax asset of $19.8
million for the estimated after-tax benefit it expects to realize. Management
believes that the Company will be able to generate sufficient income during the
carryforward period to realize the deferred tax asset. Changes in future actual
results could impact the Company's ability to realize the deferred tax asset and
may result in a substantial valuation allowance.

5.   SHAREHOLDERS' EQUITY

     In February 2002, the Company retired its 3.0 million treasury shares
outstanding. The retirement of these treasury shares is reflected in the
accompanying consolidated balance sheet at March 31, 2002.


                                       6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include those discussed in the "Risk Factors" set forth in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001, as
well as other factors such as, for example: the risks associated with lower
customer demand in a weak economy; increased competition within the network
management software industry; the effects of recently-implemented cost
reductions on the Company's business; transitional inefficiencies that may arise
during the Company's implementation of recently-announced reorganization plans;
and the management challenges of implementing those plans while attempting to
maintain employee motivation and effectiveness. The following discussion should
be read in conjunction with the Company's Consolidated Financial Statements.

OVERVIEW

     BindView Development Corporation ("BindView" or the "Company") delivers
proactive network security-management software and services to help secure,
automate and lower the costs of managing information technology infrastructures.
Our software helps safeguard our customers' computer networks from the inside
out, working to protect those networks from both internal and external threats,
while also helping to lower our customers' overall cost of ownership through
automation of numerous administrative tasks and security reporting requirements.
Since our founding in 1990, more than 10 million licenses of our software have
been shipped worldwide to approximately 5,000 companies, including more than 80
of the Fortune 100 and 24 of the largest 25 U.S. banks.

     BindView was founded in May 1990 as a Texas corporation. Prior to 1995 we
were known as The LAN Support Group, Inc. We completed our initial public
offering in July 1998 with a follow-on offering in December 1998. On December
18, 1998, we acquired CuraSoft, Inc.("CuraSoft"), a provider of automated event
management software. On March 1, 1999, we acquired Netect, Ltd. ("Netect"), a
provider of corporate security software for Internet/Intranet networks. On
February 9, 2000, we acquired Entevo Corporation ("Entevo"), a provider of
directory management and migration software for Windows NT and Windows 2000
environments. The mergers with Netect and Entevo were accounted for as pooling
of interests and the Company's Consolidated Financial Statements have been
prepared with retroactive restatement of all periods combining the historical
results of the Company with Entevo and Netect for all periods presented.

     We generate the large majority of our revenue from licenses of our
software. We also generate revenue from sales of maintenance service agreements
and, to a lesser extent, consulting and training services. Our service revenue
has increased in recent periods as the size of our installed base has grown. Our
customers typically purchase one year of maintenance with their initial license
of our products.

     We sell our products principally through both our direct sales force, which
includes our direct sales and telesales personnel, as well as through indirect
channels, such as distributors, value-added resellers ("VARs") and original
equipment manufacturers ("OEMs").

CRITICAL ACCOUNTING POLICIES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the Company's Consolidated
Financial Statements and Notes thereto. Actual results could differ from those
estimates. BindView believes the following critical accounting policies affect
its more significant estimates and assumptions used in the preparation of its
Consolidated Financial Statements and Notes thereto.

Revenue Recognition

     We follow Statement of Position 97-2, "Software Revenue Recognition" ("SOP
97-2") and Statement of Position 98-9, "Modification of SOP 97-2, Software
Revenue Recognition with respect to certain transactions" ("SOP 98-9"), in
accounting for revenue recognition. We primarily license our software products
under perpetual licenses. Revenues are recognized under these arrangements once
the following criteria are met: (i) a written


                                       7
<PAGE>

purchase order, license agreement or contract has been executed; (ii) software,
or software license authorization code in situations where the customer
previously received evaluation software, has been delivered to the customer;
(iii) license agreements with no significant vendor obligations or customer
acceptance rights outstanding have been issued to the customer; (iv) the license
fee is fixed and determinable and collection of the fee is probable; and (v)
vendor-specific objective evidence exists to allocate the total fee.
Vendor-specific objective evidence is based on the price generally charged when
an element is sold separately, or if not yet sold separately, is established by
authorized management. Values established by authorized management relate
primarily to maintenance renewal rates or the price at which an element will be
sold when separately introduced into the market. In situations where
vendor-specific objective evidence does not exist, and all other revenue
recognition criteria have been met, revenue is recognized ratably over the life
of the agreement. If installation is essential to the functionality of the
software, revenue is deferred until completion of the installation.

     Revenues from maintenance contracts and other related services are reported
as service revenue. Customers are generally required to purchase a one-year
maintenance agreement in conjunction with their initial licensing of the
Company's software products and may elect to purchase up to three years of
maintenance. Maintenance revenues are recognized ratably over the contract term.
Deferred revenue is comprised primarily of maintenance revenue and revenue from
other services. The portion of maintenance contract revenues that have not yet
been recognized as revenues is reported as deferred revenue in the accompanying
Consolidated Balance Sheets. Deferred maintenance revenue which has not been
collected is not recognized.

     Sales made through distributors, VARs, and OEMs are recognized upon
execution of a written purchase order, license agreement or contract with either
the reseller or end user and after all revenue recognition criteria previously
noted have been met. We perform ongoing credit evaluations and assessments of
the financial viability of our customers, including distributors, VARs and OEMs,
in determining whether or not revenue recognition is appropriate.

Stock Options

     We follow Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, in accounting for our employee stock options, which
generally provides that no compensation expense is recognized when options are
granted with an exercise price equal to fair market value on the date of the
grant.

Income Taxes

     We follow the liability method of accounting for income taxes. Under this
method, deferred income tax assets and liabilities are determined based on
differences between the financial statement and income tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances may also be provided
based upon subjective evaluations of facts, circumstances and expectations,
which may change over the course of time and may result in significant changes
in our tax provision. Each reporting period, we will evaluate the ultimate
recovery of our deferred tax assets and if we believe it is more likely than not
that the asset will not be utilized to the extent of the carrying amount on the
balance sheet, we will provide an additional valuation allowance on the portion
that we estimate is not expected to be recoverable.

Accounts Receivable and Provision for Doubtful Accounts

     We provide an allowance for doubtful accounts when collection is considered
doubtful. We perform ongoing credit evaluations of our customers, review our
collection efforts and analyze our payment experience with specific customers in
order to determine whether or not collection is doubtful. There may be a
significant fluctuation in our provision for doubtful accounts to the extent
that our subjective evaluation of the facts, circumstances and expectations
change.


                                       8
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THE THREE MONTHS ENDED MARCH 31,
2001

     REVENUES. Revenues for the current quarter decreased 1.2 percent to $16.8
million, from $17.0 million for the first quarter of 2001. License revenues
decreased 2.2 percent to $9.5 million, from $9.8 million for the first quarter
of 2001. The decline in revenues in the current quarter was primarily due to a
68 percent decrease in European license revenues to $0.6 million, from $1.9
million for the first quarter of 2001. The decrease in European license revenue
was primarily due to a few, large transactions that occurred in the first
quarter of 2001 which resulted in revenues for that quarter nearly twice the
average of the other three quarters of 2001. We are implementing a number of
programs to drive higher performance in Europe, including focusing additional
resources on executing tactical marketing programs to increase the number of
sales opportunities. The decrease in European license revenue was offset by a
14% increase in license revenues in North America to $8.9 million, from $7.8
million in the first quarter of 2001. Our North American operations accounted
for 94 percent of total license revenues in the first quarter of 2002, up from
81 percent of revenues in the first quarter of 2001. This growth reflected,
among other things, strong momentum from the fourth quarter and improvements in
sales execution. During the quarter, revenues from Microsoft related platforms
and applications grew 15 percent from the first quarter of 2001 and now account
for approximately 70 percent of revenues. Service revenues remained constant at
$7.3 million for both the first quarter of 2002 and 2001.

     GROSS PROFIT. Gross profit for the current quarter totaled $15.1 million,
which was down slightly from the first quarter of 2001. Gross margin for the
current quarter was 89.7 percent compared with 89.1 percent in the first quarter
of 2001. The expansion in gross margin reflected the improvement in operating
leverage in our technical support and professional services units as a result of
our restructuring initiatives.

     OPERATING COSTS AND EXPENSES. Operating costs and expenses for the current
quarter totaled $17.3 million, down from $22.2 million for the first quarter of
2001. The improvement was the result of the reduction in operating costs and
expenses related to the Company's 2001 corporate reorganization and
restructuring.

     Sales and marketing expenses for the current quarter decreased 20.0 percent
to $10.4 million, from $13.0 million for the first quarter of 2001. The
significant level of spending in the first quarter of 2001 primarily related to:
(i) building and maintaining an enterprise sales force focused exclusively on
increasing sales to large enterprise customers and (ii) expanding the Company's
European sales offices. Because of the difficult operating environment, these
investments did not generate sufficient revenues to justify their cost and were
significantly reduced as part of our restructuring that took place in mid-2001.
As a result of this restructuring, we reduced the Company's quarterly sales and
marketing expenses to pre-build up levels.

     Research and development expenses for the current quarter decreased 15.4
percent to $5.0 million, from $5.9 million for the first quarter of 2001. This
decrease primarily related to the closing or downsizing of the Company's
development offices in Boston, Massachusetts and Arlington, Virginia and
consolidating those development activities into existing development centers in
Houston, Texas and Pune, India. We expect future research and development
expenses to decrease as a percentage of revenues as a result of these
restructuring initiatives as well as our anticipated growth in future revenues.

     General and administrative expenses for the current quarter decreased 28.8
percent to $1.9 million, from $2.7 million for the first quarter of 2001. This
decrease primarily related to the reduction in administrative expenses related
to our restructuring initiatives. We expect future general and administrative
expenses to decrease as a percentage of revenues as a result of restructuring
initiatives commenced in late 2001 to improve operating efficiencies as well as
our anticipated growth in future revenues.

     In 2001, the Company completed a corporate reorganization and implemented a
number of cost-cutting measures to improve operating efficiency and to
accelerate the Company's return to profitability. The cost of this plan totaled
approximately $6.6 million, of which $0.6 million was incurred in the first
quarter of 2001 and $6.0 million was incurred in the third quarter of 2001, and
consisted primarily of (i) involuntary employee separation for approximately 160
employees (a reduction in workforce of approximately 21 percent), (ii) closing
or downsizing of


                                       9
<PAGE>

the Company's Boston and Arlington development centers and certain European
sales offices, (iii) reserves for leasehold abandonment (net of expected
sublease rentals of approximately $3.0 million), and (iv) various non-personnel
related cuts. The restructuring costs included a $1.2 million charge related to
asset impairments of leasehold improvements, equipment and other assets of the
closed or downsized offices. The costs of the plan were based on management's
best estimate based on information available at the time. Subsequent to
recording the charge, the cost of employee severances increased for certain
foreign employees and the Company's estimate of sublease rentals for certain
leased property increased, which is reflected below in the Adjustments column.

     The accrued restructuring expenses and amounts charged against the
provision as of March 31, 2002 were as follows (in thousands):

<Table>
<Caption>
                                RESTRUCTURING                       CASH                      REMAINING ACCRUAL
                                   CHARGES       ADJUSTMENTS    EXPENDITURES     WRITE-OFFS     MARCH 31, 2002
                                -------------    -----------    ------------     ----------   -----------------
<S>                             <C>              <C>            <C>              <C>          <C>
Employee severance ..........     $    2,791     $      764      $   (3,472)     $       --      $       83
Lease commitments ...........          2,182           (934)           (817)             --             431
Office closure costs ........            111            (52)            (59)             --              --
Asset impairments ...........          1,169             --              --          (1,169)             --
Other restructuring costs ...            341            222            (458)             --             105
                                  ----------     ----------      ----------      ----------      ----------
                                  $    6,594     $       --      $   (4,806)     $   (1,169)     $      619
                                  ==========     ==========      ==========      ==========      ==========
</Table>

     OTHER INCOME. Other income totaled $1.6 million and $0.9 million for the
three months ended March 31, 2002 and 2001, respectively. The increase in other
income was due to the receipt of a $1.3 million settlement of a business
interruption claim related to the flooding that occurred in June 2001.

     BENEFIT FOR INCOME TAXES. The benefit for income taxes for the current
quarter was $0.2 million (an effective tax rate of 35 percent), compared
with a tax benefit of $1.8 million (an effective tax rate of 30 percent) for the
first quarter of 2001. The Company's effective tax rate includes the effects of
state and foreign income taxes and certain foreign losses for which no tax
benefits have been provided.

     NET LOSS. Due to the factors described above, net loss for the quarter
ended March 31, 2002 was $0.4 million compared with $4.3 million for the quarter
ended March 31, 2001.

     OUTLOOK. The Company anticipates that revenues for 2002 will range between
$75 and $80 million and earnings to range between $0.5 and $2.0 million ($0.01
to $0.04 per share). The Company anticipates that revenues for second quarter of
2002 will be at or slightly above the first quarter of 2002 and the net loss is
expected to range between $1.1 million and $1.4 million ($0.02 and $0.03 per
share.) The Company's ability to achieve or exceed these estimates will depend
on the expected increase in IT security spending for 2002 and continued
improvement in sales execution and marketing effectiveness from the Company's
programs put in place in late 2001 and early 2002.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's capital requirements have principally related to working
capital needs and capital expenditures. These requirements have been met through
a combination of issuances of securities and internally generated funds.

     The Company had cash, cash equivalents and short-term investments of $45.4
million at March 31, 2002 compared with $43.0 million at December 31, 2001. The
major reason for the increase related to improvements in working capital
management and receipt of a $1.3 million settlement of a business interruption
claim related to the flooding that occurred in June 2001.

     Cash flows provided by operating activities were $3.0 million in the first
quarter of 2002 and $1.7 million in the first quarter of 2001. The increase in
cash provided by operating activities in 2002 is due to an increase in cash
generated from changes in net operating assets and liabilities resulting from
improvements in working capital management.


                                       10
<PAGE>

     Cash flows provided by (used in) investing activities were $2.4 million in
the first quarter of 2002 and $(1.2) million in the first quarter of 2001. The
increase in cash generated from investing activities related to a reduction in
capital expenditures in the current quarter compared with the first quarter of
2001, as well as an increase in proceeds generated from the maturity of
investments that were not reinvested.

     Cash flows provided by (used in) financing activities were $0.4 million in
the first quarter of 2002 and $(4.9) million in the first quarter of 2001. Cash
provided by financing activities during the current quarter was the result of
$0.4 million in cash provided by the exercise of employee stock options. The use
of cash in financing activities in the first quarter of 2001 was a result of the
repurchase of 1.6 million shares of the Company's common stock for $5.8 million,
partially offset by cash provided by the exercise of employee stock options,
which totaled $0.9 million.

     We conduct operations in leased facilities under operating leases expiring
at various dates through 2011. The contractual obligation under these lease
commitments were comprised of the following as of March 31, 2002:

<Table>
<Caption>
   CONTRACTUAL OBLIGATION           TOTAL           2002         2003 - 2005     2006 - 2007    2008 AND BEYOND
-----------------------------     ----------     ----------      -----------     -----------    ---------------
<S>                               <C>            <C>             <C>             <C>             <C>
Operating leases ............     $   38,844     $    3,021      $   10,642      $    9,047      $   16,134
Sub-leasing arrangements* ...         (2,483)          (833)         (1,650)             --
                                  ----------     ----------      ----------      ----------      ----------
                                  $   36,361     $    2,188      $    8,992      $    9,047      $   16,134
                                  ==========     ==========      ==========      ==========      ==========
</Table>

     * The Company has sub-leased portions of these facilities under operating
leases. Anticipated cash receipts from these sub-lease arrangements have been
taken into account when deriving expected cash outflow on operating lease
commitments.

     The Company's expected principal cash requirements for the remainder of
2002 are: (i) capital expenditures between $1.5 and $2.5 million, primarily for
computer and software equipment (ii) fund working capital requirements, (iii)
net payments on operating leases of approximately $2.2 million, and (iv) payment
of accrued restructuring expenses of approximately $0.5 million. The Company
believes that it has sufficient cash on hand to meet these cash requirements, as
well as its cash requirements for the foreseeable future.


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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. OTHER INFORMATION

     Not applicable

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Report, including
without limitation, statements regarding the Company's future financial
position, business strategy, planned products, products under development,
markets, budgets and plans and objectives of management for future operations,
are forward-looking statements. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot assure
you that those expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the Company's
expectations are disclosed in statements set forth under "Cautionary Statements"
in our Annual Report on Form 10-K, as well as other factors such as, for
example: the risks associated with lower customer demand in a weak economy;
increased competition within the network management software industry; the
effects of recently-implemented cost reductions on the Company's business;
transitional inefficiencies that may arise during the Company's implementation
of recently-announced reorganization plans; and the management challenges of
implementing those plans while attempting to maintain employee motivation and
effectiveness. All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in
their entirety by these Cautionary Statements, the other example factors listed
in the previous sentence, and such other statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits: The following exhibits are filed with this Quarterly Report.

    Exhibit 10.1*            Indemnification agreement between the Company and
                             Eric J. Pulaski, executed March 27, 2002

    Exhibit 10.2*            Indemnification agreement between the Company and
                             Peter L. Bloom, executed March 27, 2002

    Exhibit 10.3*            Indemnification agreement between the Company and
                             Richard A. Hosley II, executed March 27, 2002

    *Incorporated by reference to Indemnification Agreement filed as Exhibit
     10.31 to BindView's Annual Report on Form 10-K (the "2001 Form 10-K") for
     the year ended December 31, 2001. The indemnification agreements referenced
     above are identical to Exhibit 10.31 in the 2001 Form 10-K, with the
     exception of the indemnitee name and the date executed.

(b) Reports on Form 8-K.

    None


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<PAGE>

                                   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.

                                    BINDVIEW DEVELOPMENT CORPORATION


May 14, 2002                        By:          /s/ Kevin P. Cohn
                                       ----------------------------------------
                                                     Kevin P. Cohn
                                         Vice President, Controller and Chief
                                       Accounting Officer (Principal accounting
                                                      officer)


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