<PAGE>   1
===============================================================================



                       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, 2001


[  ]     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, 21st 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 1, 2001, the Company had 51,001,454 shares of Common Stock, no par
value, outstanding.



===============================================================================
<PAGE>   2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        BINDVIEW DEVELOPMENT CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                    MARCH 31,       DECEMBER 31,
                                            ASSETS                                    2001              2000
                                                                                   -----------      -----------
                                                                                   (unaudited)
<S>                                                                                 <C>               <C>
                 Current assets:
                      Cash and cash equivalents                                     $  44,816         $ 49,337
                      Short-term investments                                            8,770            9,247
                      Accounts receivable, net of allowance of $604 and $804           13,795           23,729
                      Other                                                             1,025            1,428
                                                                                    ---------         --------
                           Total current assets                                        68,406           83,741
                                                                                    ---------         --------

                      Property and equipment, net                                      13,692           14,150
                      Deferred income taxes                                            11,060            8,484
                      Long-term investments and other assets                            7,062            6,659
                                                                                    ---------         --------
                                  Total assets                                      $ 100,220         $113,034
                                                                                    =========         ========

                                      LIABILITIES AND SHAREHOLDERS' EQUITY

                 Current liabilities:
                      Accounts payable                                              $     559         $  4,045
                      Accrued liabilities                                               1,834            2,421
                      Accrued compensation                                              1,553            2,826
                      Deferred revenues                                                10,316            9,966
                                                                                    ---------         --------
                           Total current liabilities                                   14,262           19,258
                                                                                    ---------         --------

                 Deferred revenues                                                      2,182            1,515
                                                                                    ---------         --------

                 Shareholders' equity:
                      Common stock, no par value, 100,000 shares authorized,
                        53,633 and 52,298 shares issued, respectively                       1                1
                      Treasury stock, at cost, 2,195 and 635 shares,
                        respectively                                                  (11,166)          (5,324)
                      Additional paid-in capital                                      119,508          117,816
                      Accumulated deficit                                             (24,094)         (19,819)
                      Notes receivable, shareholders                                     (144)            (144)
                      Accumulated other comprehensive loss                               (329)            (269)
                                                                                    ----------        --------
                            Total shareholders' equity                                 83,776           92,261
                                                                                    ---------         --------
                                  Total liabilities and shareholders' equity        $ 100,220         $113,034
                                                                                    =========         ========
</TABLE>


      See notes to unaudited condensed consolidated financial statements.

                                       2
<PAGE>   3
                        BINDVIEW DEVELOPMENT CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                               ------------------------
                                                                                 2001            2000
                                                                               --------       ---------
<S>                                                                            <C>             <C>
 Revenues:
    Licenses                                                                   $  9,753        $ 10,161
    Services                                                                      7,264           5,864
                                                                               --------        --------
                                                                                 17,017          16,025
                                                                               --------        --------

 Cost of revenues:
    Licenses                                                                        335             553
    Services                                                                      1,512             635
                                                                               --------        --------
                                                                                  1,847           1,188
                                                                               --------        --------

Gross profit                                                                     15,170          14,837
                                                                               --------        --------

 Operating costs and expenses:
    Sales and marketing                                                          12,958           9,359
    Research and development                                                      5,930           6,260
    General and administrative                                                    2,680           2,427
    Transaction and restructuring                                                   594           5,581
                                                                               --------        --------
 Operating loss                                                                  (6,992)         (8,790)

 Other income (expense), net                                                        885           1,082
                                                                               --------        --------

 Loss before income tax benefit                                                  (6,107)         (7,708)
 Income tax benefit                                                              (1,832)         (1,033)
                                                                               ---------       ---------
 Net loss                                                                        (4,275)         (6,675)

 Other comprehensive loss, net of tax:
    Loss from foreign currency translation                                          (60)             (6)
                                                                               ---------       --------
   Comprehensive loss                                                          $ (4,335)       $ (6,681)
                                                                               =========       =========

 Loss per common share (basic and diluted)                                     $  (0.08)       $  (0.13)
                                                                               =========       =========
 Shares used in computing loss per common share (basic and diluted)              51,557          50,519
                                                                               =========       =========
</TABLE>





      See notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>   4
                        BINDVIEW DEVELOPMENT CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                                ----------------------
                                                                                 2001             2000
                                                                                --------        ---------
<S>                                                                            <C>              <C>
                       Cash flows from operating activities:
                            Net loss                                           $ (4,275)        $ (6,675)
                            Adjustments to reconcile net loss to net cash
                              provided by operating activities:
                                 Depreciation and amortization                    1,700            1,288
                                 Deferred income tax benefit                     (1,831)          (1,033)
                                 Changes in operating assets and
                                   liabilities:
                                      Decrease in accounts receivable             9,692            5,208
                                      Decrease in other assets                      393              339
                                      (Decrease) Increase in accounts
                                         payable                                 (3,182)           1,867
                                      Decrease in accrued liabilities            (1,846)            (327)
                                      Increase in deferred revenues               1,089            1,227
                                                                               --------         --------
                                           Net cash provided by
                                             operating activities                1,740            1,894
                                                                               --------         --------

                       Cash flows from investing activities:
                            Purchase of property and equipment                   (1,170)          (2,982)
                            (Purchase) maturity of investments, net                 (47)           6,139
                            Other                                                    --              (98)
                                                                               --------         --------
                                           Net cash (used in) provided by
                                                 investing activities            (1,217)           3,059
                                                                               --------         --------

                       Cash flows from financing activities:
                            Payments on notes payable and long-term debt             --             (320)
                            Purchase of treasury stock                           (5,842)              --
                            Proceeds from issuance of stock under stock
                              plans                                                 949            2,407
                                                                                -------         --------
                                           Net cash (used in) provided by
                                             financing activities                (4,893)           2,087

                            Effect of exchange rate changes on cash                (151)            (135)
                                                                               ---------        --------
                       Net (decrease) increase in cash and cash
                         equivalents                                             (4,521)           6,905
                       Cash and cash equivalents at beginning of year            49,337           72,150
                                                                               --------         --------
                       Cash and cash equivalents at end of period              $ 44,816         $ 79,055
                                                                               ========         ========

                       Non cash financing and investing activities:
                         Tax benefit related to the exercise of employee
                           stock options                                       $    744         $  4,537

                         Conversion of convertible debentures and
                           preferred stock into common stock                   $     --         $     23
</TABLE>



      See notes to unaudited condensed consolidated financial statements.

                                       4
<PAGE>   5
                        BINDVIEW DEVELOPMENT CORPORATION
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The accompanying condensed 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 accruals) which, in the
opinion of management, are 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, 2000.

NOTE 2 - EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share are computed using the weighted average
number of shares outstanding. Diluted earnings (loss) per common share is
computed using the weighted average number of shares outstanding, adjusted for
the incremental shares attributed to outstanding stock options and warrants to
purchase common stock provided such inclusion is dilutive. Because the Company
reported a loss for the interim periods presented, no adjustment was made for
the incremental shares as their inclusion would have been anti-dilutive. For the
three months ended March 31, 2001, options and warrants to purchase 7.1 million
shares of common stock at a weighted average exercise price of $9.66 were
outstanding, but were not included in the computation of diluted loss per share
because the option price exceeded the average market price of the common stock
during that period. For the three months ended March 31, 2000, no common stock
equivalents were excluded in the computation of diluted loss per share because
the average market price of the common stock during the period exceeded the
option prices.

NOTE 3 - RESTRUCTURING EXPENSES

Cost-Cutting Restructuring

In March 2001, the Company implemented a restructuring plan primarily involving
a reduction of approximately seven percent of the Company's workforce. This
restructuring included involuntary employee separation expenses for
approximately 50 employees and other related miscellaneous restructuring
expenses. The accrued restructuring expenses and amounts charged against the
provision as of March 31, 2001 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                          BEGINNING        CASH          REMAINING ACCRUAL
                                                           ACCRUAL     EXPENDITURES        MARCH 31, 2001
                                                         ----------    ------------     -------------------
<S>                                                        <C>            <C>              <C>
                               Employee severance....      $ 539          $487             $  52
                               Other restructuring
                                 costs...............         55           --                 55
                                                           -----         -----              -----
                                                           $ 594          $487             $ 107
                                                           =====          ====             =====
</TABLE>


Product Realignment Restructuring

     In December 2000, the Company approved restructuring plans to eliminate
certain management and staff positions and to close the operations in Freemont,
California. The restructuring plans were based on management's best estimate of
those costs based on the information available at that time. The restructuring
expenses related to this plan include involuntary employee separation expenses
for approximately 50 employees and other miscellaneous restructuring expenses.
The accrued restructuring expenses and amounts charged against the provision as
of March 31, 2001 were as follows (in thousands):


                                       5
<PAGE>   6

<TABLE>
<CAPTION>
                                                          BEGINNING       CASH         REMAINING ACCRUAL
                                                           ACCRUAL     EXPENDITURES      MARCH 31, 2001
                                                          --------     ------------    -----------------
<S>                                                        <C>          <C>              <C>
                               Employee severance....      $ 691        $687             $   4
                               Other restructuring
                               costs...............           85         18                 67
                                                           -----       ----              -----

                                                           $ 776        $705             $  71
                                                           =====        ====             =====
</TABLE>

NOTE 4 - ACQUISITION OF ENTEVO CORPORATION

On February 9, 2000 the Company merged with Entevo Corporation ("Entevo") in a
stock-for-stock transaction accounted for as a pooling of interests. Entevo
provides directory management solutions that help organizations deploy,
integrate, administer and maintain enterprise directory services, in Windows NT
and Windows 2000 environments. Under terms of the merger, the Company issued 4.2
million shares of common stock, based upon an exchange ratio of 0.1205909 shares
of BindView common stock for each share of Entevo common stock and 0.17210298
shares of BindView common stock for each share of Entevo Series C Preferred
Stock. Transaction costs of $3.8 million and restructuring costs of $1.8 million
were incurred in the quarter ended March 31, 2000 as a result of the merger. The
transaction costs consisted of investment banking fees of $2.5 million,
professional expenses of $0.9 million, product due diligence and transfer fees
of $0.2 million, and other miscellaneous transaction expenses of $0.2 million.

At the time of the merger, management approved restructuring plans to eliminate
duplicate positions and integrate Entevo's and BindView's worldwide operations.
The restructuring plans were based on management's best estimate of those costs
based on the information available at that time. These restructuring costs
consisted of employee severance and relocation costs of $1.5 million, costs of
$0.2 million for product reorganization and the elimination of duplicative
operating expenses, and other miscellaneous integration and restructuring costs
of $0.1 million. There are no actions remaining under the plan.

The historical financial data included herein reflects the merger with Entevo by
combining the historical results for the Company and Entevo for all periods
presented. There were no material transactions between BindView and Entevo
during the periods prior to the merger.

NOTE 4 - INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined 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.

The effective tax benefit rate was approximately 30 percent for the three months
ended March 31, 2001, compared with 13 percent for the three months ended March
31, 2000. The Company's generation of research and development tax credits and
foreign tax rate differentials impacted both periods' rates. The
non-deductibility of transaction and restructuring charges related to the
acquisition of Entevo resulted in the lower effective tax benefit rate for the
first quarter of 2000. The Company expects that its effective tax rate will
approximate 30% for the remaining fiscal quarters of 2001.

The Company has net operating loss carryforwards at March 31, 2001 of
approximately $55.8 million available to offset future taxable income that
expire between 2003 and 2021 resulting in a deferred tax asset of approximately
$20.0 million. Based on the historical earnings generated by the Company and
certain limitations that may limit the utilization of net operating loss
carryforwards, management has provided a valuation allowance of $10.4 million at
March 31, 2001.

                                       6
<PAGE>   7
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 contains 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, 2000. The
following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements and the accompanying notes.

RESULTS OF OPERATIONS

    The following table sets forth, for the periods indicated, the percentage of
selected items in the Condensed Consolidated Statements of Operations of total
revenues:

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                         ----------------------
                                                             2001          2000
                                                         ------------  --------


<S>                                                      <C>           <C>
                    Revenues:
                         Licenses                             57.3          63.4
                         Services                             42.7          36.6
                                                             -----         -----
                                                             100.0         100.0
                    Cost of revenues:
                         Licenses                              2.0           3.4
                         Services                              8.9           4.0
                                                             -----         -----
                                                              10.9           7.4
                                                             -----         -----
                    Gross profit                              89.1          92.6
                                                             -----         -----
                    Operating costs and expenses:
                         Sales and marketing                  76.2          58.4
                         Research and development             34.8          39.1
                         General and administrative           15.7          15.2
                         Transaction and restructuring         3.5          34.8
                                                             -----         -----
                    Operating loss                           (41.1)        (54.9)
                    Other income, net                          5.2           6.8
                                                             -----         -----
                    Loss before income tax benefit           (35.9)        (48.1)
                    Income tax benefit                       (10.8)         (6.4)
                                                             ------        ------
                    Net loss                                 (25.1)        (41.7)
                                                             ======        ======
</TABLE>

REVENUES

The Company's revenues are derived from the sale of software products licenses
and related services including maintenance contracts. The Company's total
revenues increased $1.0 million or 6 percent in the first quarter of 2001 over
the first quarter of 2000. The Company's license revenues decreased $0.4 million
or 4 percent in the first quarter of 2001 from the first quarter of 2000. This
decline is primarily related to restructuring of the Company's sales force and
sales territories in January of 2001, the general slow down of global economic
conditions and increased competition. The Company's service revenues increased
$1.4 million or 24 percent in the first quarter of 2001 over the first quarter
of 2000. This increase is a result of an increase in purchases and renewals of
maintenance contracts by the Company's growing installed customer base, as well
as increased revenue from professional services activities. Because revenues
from maintenance contracts are recognized ratably over the contract term, this
increase in these revenues as a percentage of total revenues results in higher
deferred revenue balances. However, the costs associated with these services are
recognized when incurred. As revenues from professional services are recognized
when the services have been completed, quarter-to-quarter service revenue could
fluctuate materially as larger service contracts are completed. The results of
the current quarter may not be indicative of results for the full year.

COST OF REVENUES

Cost of licenses includes product manuals, packaging, distribution and media
costs for the Company's software products. The Company's cost of licenses
decreased $0.2 million or 39 percent in the first quarter of 2001 from the first
quarter of 2000. This decrease was primarily due to delays in the implementation
of new product packaging and documentation during the first quarter of 2001. The
Company believes these costs will remain relatively constant as a percentage of
total revenue, although there will continue to be quarterly fluctuations due to
the timing of certain expenses.

                                       7
<PAGE>   8
Cost of services includes personnel and other costs related to technical support
and professional services. The Company's cost of services increased $0.9 million
or 138 percent in the first quarter of 2001 over the first quarter of 2000. This
increase was primarily due to increases in the number of technical support staff
providing support to the Company's growing customer base and increases in the
cost of professional services staff providing customer training and
customization services.

OPERATING COSTS AND EXPENSES

Sales and marketing expenses consist primarily of salaries, commissions and
bonuses earned by sales and marketing personnel, general office expenses, travel
and entertainment and promotional expenses. The Company's sales and marketing
expenses increased $3.6 million or 39 percent in the first quarter of 2001 over
the first quarter of 2000. This increase related to the hiring of additional
personnel in connection with the building of the Company's telesales and field
sales force and the additional facilities and computer systems required by these
additional personnel. Sales and marketing expenses as a percentage of revenues
(the "S&M Margin") was 76 percent for the first quarter of 2001 up from 58
percent for the first quarter of 2000. The increase in the S&M Margin is related
to an increase in these costs and lower than expected revenues as a result of
the general economic slow down and increased competition. Due to the seasonal
nature of revenues and revenue expectations, the Company anticipates that the
S&M Margin will improve over the remainder of 2001.

Research and development expenses consist primarily of salaries and benefits for
product development, product management and quality assurance personnel,
payments to contract programmers and expendable equipment purchases. The
Company's research and development expenses decreased $0.3 million or 5 percent
in the first quarter of 2001 compared with the first quarter of 2000. This
decrease is primarily related to the closure of the Company's development
operations in Fremont, California in December of 2000. Research and development
expenses as a percentage of revenues (the "R&D Margin") was 35 percent for the
first quarter of 2001 down from 39 percent for the first quarter of 2000. This
decrease is primarily related to the closure of the Company's development
operations in Fremont, California while overall revenue increased over these
periods. The Company believes that a significant research and development
investment is essential for it to maintain and grow its market position and
continue to expand its product line. Accordingly, the Company anticipates it
will continue to devote substantial resources to product research and
development for the foreseeable future, and that research and development
expenses will increase in absolute dollars.

General and administrative expenses consist primarily of salaries, personnel and
related costs for the Company's executive, administrative, finance and
information services staff. The Company's general and administrative expenses
increased $0.3 million or 10 percent in the first quarter of 2001 over the first
quarter of 2000. The increase in the general and administrative expenses is
primarily related to the increase in the allowance for doubtful accounts over
this period and increased staffing and associated expenses necessary to manage
and support the Company's increased scale of operations. General and
administrative expenses as a percentage of revenues (the "G&A Margin") was 16
percent in the first quarter of 2001 up from 15 percent for the first quarter of
2000. This increase was necessary to support the Company's growing scale of
worldwide operations. The Company expects the G&A Margin will improve over the
remainder of 2001.

RESTRUCTURING EXPENSES

Cost-Cutting Restructuring

In March 2001, we implemented a restructuring plan primarily involving a
reduction of approximately seven percent of the company's workforce. This
restructuring included involuntary employee separation expenses for
approximately 50 employees and other related miscellaneous restructuring
expenses. The accrued restructuring expenses and amounts charged against the
provision as of March 31, 2001 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                          BEGINNING        CASH        REMAINING ACCRUAL
                                                           ACCRUAL     EXPENDITURES    AT MARCH 31, 2001
                                                          ---------    ------------    -----------------
<S>                                                       <C>          <C>              <C>
                               Employee severance....      $ 539          $487             $  52
                               Other restructuring
                                 costs.................       55           --                 55
                                                           -----          ----             -----
                                                           $ 594          $487             $ 107
                                                           =====          ====             =====
</TABLE>



                                       8
<PAGE>   9
Product Realignment Restructuring

    In December 2000, the Company approved restructuring plans to eliminate
certain management and staff positions and to close the operations in Freemont,
California. The restructuring plans were based on management's best estimate of
those costs based on the information available at that time. The restructuring
expenses related to this plan include involuntary employee separation expenses
for approximately 50 employees and other miscellaneous restructuring expenses.
The accrued restructuring expenses and amounts charged against the provision as
of March 31, 2001 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                          BEGINNING        CASH         REMAINING ACCRUAL
                                                           ACCRUAL     EXPENDITURES      MARCH 31, 2001
                                                          ---------    ------------     -----------------
<S>                                                       <C>          <C>              <C>
                               Employee severance....      $ 691           $687           $    4
                               Other restructuring
                                 costs...............         85             18               67
                                                           -----           ----            -----
                                                           $ 776           $705            $  71
                                                           =====           ====            =====
</TABLE>

Acquisition of Entevo Corporation

On February 9, 2000 the Company merged with Entevo Corporation ("Entevo") in a
stock-for-stock transaction accounted for as a pooling of interests. Entevo
provides directory management solutions that help organizations deploy,
integrate, administer and maintain enterprise directory services, in Windows NT
and Windows 2000 environments. Under terms of the merger, the Company issued 4.2
million shares of common stock, based upon an exchange ratio of 0.1205909 shares
of BindView common stock for each share of Entevo common stock and 0.17210298
shares of BindView common stock for each share of Entevo Series C Preferred
Stock. Transaction costs of $3.8 million and restructuring costs of $1.8 million
were incurred in the quarter ended March 31, 2000. The transaction costs
consisted of investment banking fees of $2.5 million, professional expenses of
$0.9 million, product due diligence and transfer fees of $0.2 million, and other
miscellaneous transaction expenses of $0.2 million.

At the time of the merger, management approved restructuring plans to eliminate
duplicate positions and integrate Entevo's and BindView's worldwide operations.
The restructuring plans were based on management's best estimate of those costs
based on the information available at that time. These restructuring costs
consisted of employee severance and relocation costs of $1.5 million, costs of
$0.2 million for product reorganization and the elimination of duplicative
operating expenses, and other miscellaneous integration and restructuring costs
of $0.1 million. There are no actions remaining under the plan.

The historical financial data included herein reflects the merger with Entevo by
combining the historical results for the Company and Entevo for all periods
presented. There were no material transactions between BindView and Entevo
during the periods prior to the merger.

OTHER INCOME, NET

The Company had other income (primarily interest income) of $0.9 million in the
first quarter of 2001 compared with $1.1 million in the first quarter of 2000.
The decline in income was the result of lower interest rates on investments, as
well as lower average investment balances during the period.


                                       9
<PAGE>   10
BENEFIT FOR INCOME TAXES

The effective tax benefit rate was approximately 30 percent for the three months
ended March 31, 2001, compared with 13 percent for the three months ended March
31, 2000. The Company's generation of research and development tax credits and
foreign tax rate differentials impacted both periods' rates. The
non-deductibility of transaction and restructuring charges related to the
acquisition of Entevo resulted in the lower effective tax benefit rate for the
first quarter of 2000. The Company expects that its effective tax rate will
approximate 30% for the remaining fiscal quarters of 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital decreased to $54.1 million at March 31, 2001 from
$64.5 million at December 31, 2000. The Company's cash, cash equivalents,
short-term and long-term investments balance decreased to $55.1 million at March
31, 2001 from $59.5 million at December 31, 2000. This decrease is related to
the Company's purchase of 1.6 million shares of treasury stock for $5.8 million,
the payment of transaction and restructuring costs of $1.3 million, and the
Company's continued investment in property and equipment.

The Company also maintains a $30.0 million line-of-credit arrangement that is
secured by cash and cash equivalents, short-term investments and long-term
investments. This facility expires on September 9, 2001, but the Company may
renew it for up to four years. Borrowings on this line would bear an interest
rate of LIBOR plus 1.5 percent. No fees are paid on the unused portion.

The Company believes that its existing cash and cash equivalents and short-term
investments are sufficient to fund its cash requirements for at least the next
12 months.

                                       10
<PAGE>   11
                           PART II. OTHER INFORMATION

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

Not applicable.

ITEM 5.  OTHER INFORMATION

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. 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 and
such other statements.

<PAGE>   12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

    11 -- Statement Regarding Computation of Loss Per Common Share

    27 -- Financial Data Schedule.

(b) Reports on Form 8-K.

In a Report on Form 8-K dated January 24, 2001, under Item 5, the Company
reported that it had issued two press releases. One press release reported
fourth quarter results and included a consolidated income statement and balance
sheet for the fourth quarter of 2000 and for the year ended December 31, 2000.
The other press release related to the resignation of Mr. Scott Plantowsky as an
officer and director of the Company.

In a report on Form 8-K dated January 31, 2001, under Item 5, the Company
reported that Mr. Eric Pulaski, Chairman of the Board and Chief Technology
Officer of the Company, adopted a written plan relating to his future sales of
the Company's common stock pursuant to Rule 10b5-1(c) of the Securities Exchange
Act of 1934.

In a Report on Form 8-K dated March 14, 2001, under Item 5, the Company reported
that it had issued a press release relating to the announcement of certain
cost-cutting measures.


<PAGE>   13
                                   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


                                               By:  /s/ RICHARD P. GARDNER
                                                    ------------------------
                                                        Richard P. Gardner
                                                   President and Chief Executive
                                                            Officer
                                                    (duly authorized officer)

MAY 15, 2001


<PAGE>   14
                                INDEX TO EXHIBITS
        EXHIBIT
           NO.                                             DESCRIPTION
  -----------------------                         ------------------------------
          11                         --           Statement Regarding
                                                  Computation of Loss Per
                                                  Common Share

          27                         --           Financial Data Schedule.