<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     ......................................


                                    FORM 10Q


                Quarterly Report Under Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



For the Quarter Ended June 30, 1999                Commission file number 0-6355



                             GROUP 1 SOFTWARE, INC.



Incorporated in Delaware                           IRS EI No. 52-0852578


            4200 Parliament Place, Suite 600, Lanham, MD 20706-1860

                        Telephone Number: (301) 918-0400



Indicate by check mark whether the registrant (1) has filed 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
           -----                                      -----




                                                  Shares Outstanding Effective
Class                                             August 12, 1999
----------------------------                      ---------------
Common Stock, $.50 par value                      3,725,290



                                       1
<PAGE>   2





                             GROUP 1 SOFTWARE, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT PAR VALUE)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       June 30,                            March 31,
                                                                         1999                                1999
                                                                ----------------------               --------------------
<S>                                                            <C>                                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                   $               7,983                $            13,378
   Short-term investments                                                      8,034                              1,471
   Trade and installment accounts receivable, less
    allowance of $3,407 and $3,383                                            18,277                             22,596
   Deferred income taxes                                                       3,074                              3,039
   Prepaid expenses and other current assets                                   2,952                              3,149
                                                                ----------------------               --------------------

Total current assets                                                          40,320                             43,633

Installment accounts receivable, long-term                                     1,883                              2,221
Property and equipment, net                                                    3,756                              3,678
Computer software, net                                                        23,076                             22,559
Other assets                                                                   5,524                              5,708
                                                                ----------------------               --------------------
   Total assets                                                $              74,559                $            77,799
                                                                ======================               ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                            $               2,122                $             2,136
   Current portion of long-term debt                                             102                                 99
   Accrued expenses                                                            5,449                              5,647
   Accrued compensation                                                        4,068                              7,095
   Current deferred revenues                                                  21,250                             20,863
                                                                ----------------------               --------------------
Total current liabilities                                                     32,991                             35,840
Long-term debt, net of current portion                                           171                                198
Deferred revenues, long-term                                                   2,295                              2,670
Deferred income taxes                                                          3,345                              3,670
                                                                ----------------------               --------------------
  Total liabilities                                                           38,802                             42,378
                                                                ----------------------               --------------------
Commitments and contingencies

Stockholders' equity:
   6% cumulative convertible preferred stock $0.25 par
   value; 200 shares authorized; 48 and 148 shares
   issued and outstanding                                                        916                                916
Common stock $0.50 par value; 14,000 shares authorized;
   4,047 and 4,045 shares issued and outstanding                               2,024                              2,023
Additional paid in capital                                                    25,078                             25,071
Retained earnings                                                              9,816                              9,451
Accumulated comprehensive income                                                 (23)                                14

Less treasury stock, 322 shares, at cost                                      (2,054)                            (2,054)
                                                                ----------------------               --------------------
Total stockholders' equity                                                    35,757                             35,421
                                                                ----------------------               --------------------
Total liabilities and stockholders' equity                     $              74,559                $            77,799
                                                                ======================               ====================
</TABLE>

See notes to consolidated financial statements.



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<PAGE>   3

                             GROUP 1 SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             For the Three Month Period
                                                                                   Ended June 30,
                                                                ----------------------------------------------------
                                                                        1999                            1998
                                                                --------------------            --------------------
<S>                                                             <C>                             <C>
Revenues:
   Software license and related revenues                                  $  6,885                        $  4,575
   Maintenance and services                                                  9,872                           7,354
                                                                --------------------            --------------------
     Total revenue                                                          16,757                          11,929
                                                                --------------------            --------------------

Cost of revenue:
   Software license expense                                                  3,199                           2,060
   Maintenance and service expense                                           3,717                           2,833
                                                                --------------------            --------------------
     Total cost of revenue                                                   6,916                           4,893
                                                                --------------------            --------------------

Gross profit                                                                 9,841                           7,036

Operating expenses:
   Research and development                                                    794                             571
   Sales and marketing                                                       5,863                           4,325
   General and administrative                                                2,774                           2,051
                                                                --------------------            --------------------
     Total operating expenses                                                9,431                           6,947
                                                                --------------------            --------------------

Income from operations                                                         410                              89

Non-operating income (expenses)
   Interest income                                                             192                              79
   Interest expense                                                             (9)                            (14)
   Other non-operating                                                          25                              (9)
                                                                --------------------            --------------------
     Total non-operating income                                                208                              56
                                                                --------------------            --------------------

Income from operations before provision for income taxes
   and minority interest                                                       618                             145

Provision for income taxes                                                     239                              55


Minority interest in net income of consolidated
   subsidiary                                                                  ---                               9
                                                                --------------------            --------------------
Net income                                                                     379                              81

Preferred stock dividend requirements                                          (14)                            (44)
                                                                --------------------            --------------------

Net income available to common stockholders                               $    365                        $     37
                                                                ====================            ====================

Basic earnings per share                                                  $   0.10                        $   0.01
                                                                ====================            ====================

Diluted earnings per share                                                $   0.10                        $   0.01
                                                                ====================            ====================

Basic weighted average shares outstanding                                    3,725                           3,278
                                                                ====================            ====================

Diluted weighted average shares outstanding                                  3,780                           3,459
                                                                ====================            ====================
</TABLE>


See notes to consolidated financial statements.



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<PAGE>   4




                             GROUP 1 SOFTWARE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     For the Three Month Period
                                                                                           Ended June 30,
                                                                      --------------------------------------------------------
                                                                                   1999                         1998
                                                                           -------------------         ---------------------
<S>                                                                    <C>                            <C>
Cash flows from operating activities:
     Net income                                                        $                 379          $                 81
  Adjustments to reconcile net income from
     Operations to net cash provided by operating activities:
        Amortization expense                                                           2,696                         1,981
        Depreciation expense                                                             388                           305
        Provision for doubtful accounts                                                  150                           380
        Net loss on disposal of assets                                                     9                         - - -
        Deferred income taxes                                                          (358)                         (146)
        Minority interest in income of consolidated subsidiary                         - - -                             9
   Changes in assets and liabilities:
        Accounts receivable                                                            4,493                         7,693
        Prepaid expenses and other current assets                                        196                           383
        Other assets                                                                      42                           193
        Deferred revenue                                                                  20                       (1,274)
        Accounts payable                                                                (11)                          281
        Accrued expenses                                                             (3,226)                       (2,924)
                                                                           -------------------         ---------------------
     Net cash provided by operating activities                                         4,778                         6,962
                                                                           -------------------         ---------------------

Cash flows from investing activities:
        Purchase and development of computer software                                (3,070)                       (1,594)
        Purchase of property and equipment                                             (522)                         (140)
        Purchase of short-term investments                                          (27,339)                           ---
        Sale of short term investments                                                20,775                           ---
                                                                           -------------------         ---------------------
     Net cash used in investing activities                                          (10,156)                       (1,734)
                                                                           -------------------         ---------------------

Cash flows from financing activities:
        Proceeds from exercise of stock options                                            8                            23
        Repayment of long-term debt                                                     (24)                          (74)
                                                                           -------------------         ---------------------
     Net cash used in financing activities                                              (16)                          (51)
                                                                           -------------------         ---------------------

Net increase (decrease) in cash and cash equivalents                                 (5,394)                         5,177
     Effect of exchange rate on cash and cash equivalents                                (1)                            12
     Cash and cash equivalents at beginning of period                                 13,378                         3,683
                                                                           -------------------         ---------------------
     Cash and cash equivalents at end of period                        $               7,983          $              8,872
                                                                           ===================         =====================
</TABLE>

See notes to consolidated financial statements.



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<PAGE>   5

                             GROUP 1 SOFTWARE, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the Three Month Period
                                                                                     Ended June 30,
                                                        -----------------------------------------------------------------------
                                                                    1999                                      1998
                                                          -------------------------                 -------------------------
<S>                                                       <C>                                       <C>
   Net income                                                                $379                                      $ 81

   Foreign currency translation adjustments                                   (37)                                      (37)
                                                          -------------------------                 -------------------------

   Comprehensive income                                                     $ 342                                      $ 44
                                                          =========================                 =========================
</TABLE>

See notes to consolidated financial statements.


                                       5
<PAGE>   6

                             Group 1 Software, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1. The consolidated financial statements for the three months ended June 30,
1999 and 1998 are unaudited. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Limited
footnote information is presented in accordance with quarterly reporting
requirements. The results of operations for the three months ended June 30, 1999
are not necessarily indicative of the results for the year ending March 31,
2000. The information contained in the annual report on the Form 10-K for the
year ended March 31, 1999, should be referred to in connection with the
unaudited interim financial information.

2. Research and development expense, before the capitalization of computer
software development costs, amounted to approximately $2.6 million and $2.1
million for the three months ended June 30, 1999 and 1998, respectively.

3. Earnings per share

     Earnings per share (EPS) is computed in accordance with SFAS No. 128,
"Earnings Per Share". Basic EPS is computed by dividing net income (loss)
available to common stockholders by the weighted number of common shares
outstanding during the period. Diluted EPS is computed using the weighted
average number of shares of common stock and potentially dilutive securities
outstanding during the period. Potentially dilutive securities consist of
convertible preferred stock (using the if converted method) and stock options
(using the treasury stock method). Potentially dilutive securities are excluded
from the computation if the effect is antidilutive.

Reconciliation of basic EPS calculations to the shares used in the diluted EPS
calculation (in thousands):

<TABLE>
<CAPTION>
                                                                                    FOR THE THREE MONTH PERIOD ENDED
                                                                                                JUNE 30,
                                                                                  --------------------------------------
                                                                                       1999                    1998
                                                                                  --------------          --------------
<S>                                                                               <C>                     <C>
  Weighted common shares outstanding - basic                                              3,725                   3,278
  Effect of dilutive securities:
      Stock options                                                                          55                     181
                                                                                  --------------          --------------
Weighted average shares outstanding-diluted                                               3,780                   3,459
                                                                                  ==============          ==============
</TABLE>

There were additional potentially dilutive convertible securities of 47,500 and
147,500 in the three month periods ended June 30, 1999 and 1998 respectively,
which were not included in the earnings (loss) per share calculation due to
their anti-dilutive effect.

4. Recent Accounting Pronouncements



                                       6
<PAGE>   7

The AICPA issued SOP 98-9 "Modification of SOP 97-2, Software Revenue
Recognition, with Respect to Certain Transactions," in December 1998, which
provides additional guidance on SOP 97-2. SOP 98-9 is effective for transactions
entered into in fiscal years beginning after March 15, 1999, which, in the case
of the Company, is the fiscal year beginning April 1, 1999 and ending March 31,
2000. SOP 98-9 did not have a material impact on the Company's Consolidated
Financial Statements for the quarter ending June 30, 1999 and the Company
believes it will not have a material impact on future periods.

5. Legal Contingencies

The Company and certain of its directors have been named as defendants in a
purported shareholder class action filed on April 28, 1998 in the Court of
Chancery of the State of Delaware (CA. No. 16349), "Brickell Partners,
Individually and on Behalf of All Others Similarly Situated v. Robert S. Bowen,
et al". The suit alleges that in connection with the merger of Group 1 Software,
Inc. into COMNET there were breaches of fiduciary duties in that COMNET, as
majority stockholder of Group 1 Software, Inc. "had greater knowledge of Group 1
Software, Inc. than the public shareholders and has timed the merger transaction
to take advantage of Group 1 Software, Inc.'s increased efficiency and prospects
of profitability", to the unfair disadvantage of Group 1 Software, Inc.'s public
shareholders. The Company believes that the complaint is meritless and is
pursuing dismissal of all the claims made by Plaintiff in the lawsuit. The
Company does not believe that the ultimate resolution of this matter will have a
material adverse effect on its financial position, results of operations or cash
flows.

6. Segment Information

     In 1999, the Company adopted SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information". SFAS 131 requires financial and descriptive
information with respect to 'operating segments' of an entity based on the way
management disaggregates the entity for making internal operating decisions. The
adoption of SFAS No. 131 did not affect results of operations or the financial
position of the Company but did affect the disclosure of segment information.
Prior year segment information has been restated to present the Company's two
reportable segments, Marketing Support Software and Electronic Document
Composition Software. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies included in
the Company's annual report on Form 10-K for the year ended March 31, 1999. The
following table presents certain financial information relating to each
reportable segment:



                                       7
<PAGE>   8

<TABLE>
<CAPTION>
                                                                      Quarter Ended June 30,
                                                        -------------------------------------------------

      Segment Information (in
      --------------------
      thousands)                                                1999                          1998
                                                        --------------------          -------------------

<S>                                                   <C>                           <C>
Revenue
   Marketing Support Software                          $            10,973           $            7,766

   Electronic Document Composition Software                          5,784                        4,163
                                                        --------------------          -------------------

        Total revenue                                  $            16,757           $           11,929
                                                        ====================          ===================

Gross Profit
   Marketing Support Software                          $             6,785           $            4,918

   Electronic Document Composition Software                          3,616                        2,486
   Other                                                              (560)                        (368)
                                                        --------------------          -------------------

        Total gross profit                             $             9,841           $            7,036
                                                        ====================          ===================
</TABLE>

     All of the Company's assets are retained and analyzed at the corporate
level and are not allocated to the individual segments. Amortization of
capitalized software associated with the Marketing Support Software segment is
$1.5 million and $1.2 million for the quarter ending June 30, 1999 and 1998,
respectively. Amortization of capitalized software associated with the
Electronic Document Composition Software segment is $0.6 million and $0.5
million for the quarter ending June 30 1999 and 1998, respectively.

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

RESULTS OF OPERATIONS

Any statements in this quarterly report on Form 10-Q concerning the Company's
business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; together with other statements that
are not historical facts, are "forward-looking statements" as that term is
defined under the Federal Securities Laws. Forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from those stated in such statements. Such risks,
uncertainties and factors include, but are not limited to, changes in currency
exchange rates, changes and delays in new product introduction, customer
acceptance of new products, changes in government regulations, changes in
pricing or other actions by competitors and general economic conditions, as well
as other risks detailed in the Company's filings with the Securities and
Exchange Commission.

For the quarters ending June 30, 1999 and 1998 the Company had revenues of $16.8
million and $11.9 million, respectively. Net income available to common
stockholders for the quarter ended June 30, 1999 was $0.4 million or $0.10
diluted earnings per share compared with net income available to common
stockholders of $37,000 or $0.01 diluted earnings per share in the same quarter
of fiscal 1998. The increase in profitability for the three month



                                       8
<PAGE>   9

period is primarily due to higher revenue in both of the Company's operating
segments.

All of Group 1's operations are in the two business segments defined as
marketing support software and electronic document composition software. Group 1
recognizes maintenance and enhancement revenue over the life of the service
agreement, usually one or two years. International revenues accounted for 15% of
Group 1's total revenue in the first quarter of fiscal 2000 and 17% in the first
uarter of fiscal 1999. The percentage is expected to increase with the continued
growth of European and Latin American revenue.

Software license fees and related revenues of $6.9 million for the first fiscal
quarter of 2000 increased 50% from the prior year period. As a percent of total
revenue, first quarter software licenses and related revenues were 41% in fiscal
2000 compared with 38% in fiscal 1999. The increase for the three month period
was due to higher license sales in both the Mailing Efficiency/Data Quality
segment and the Electronic Document Composition segment.

License fees from Electronic Document Systems increased 22% in the fiscal first
quarter over the same period the prior year. The increase was due to higher
domestic sales of the DOC 1 product.

For the quarter ended June 30, 1999 license fees from Database Marketing
Products increased by $0.9 million compared to the same period in the prior
year. The increase was due to higher sales across the product line.

The Company's Mailing Efficiency/Data Quality software license fees for the
fiscal first quarter of 2000 increased 34% over the same period in the prior
year. The increase was due to strong demand across the product line.

Maintenance and service revenue of $9.9 million for the first fiscal quarter of
2000 increased 34% over the prior year period. Maintenance and service revenue
accounted for 59% of total revenue for the quarter ended June 30, 1999 compared
with 62% in the prior year. The decrease in percentage of revenue from
maintenance and service is due to higher license fees in Doc 1 and Mailing
Efficiency/Data Quality. Recognized maintenance fees included in maintenance and
service revenue, were $7.3 million and $5.6 million for the quarter ended June
30, 1999 and 1998 respectively, an increase of 30% over the comparable period in
the prior year. The increase in revenue is due to the recognition of higher
maintenance deferrals based on higher aggregate sales from prior periods and
from increased maintenance renewals based on an increased installed customer
base. Professional and educational service revenue of $2.6 million for the
quarter ended June 30, 1999, were 53% over the comparable period in the prior
year. The increase in service revenue is primarily due to higher services
associated with the DOC 1 product line.

During the first quarter of fiscal 2000, total operating costs of $16.3 million
amounted to 98% of revenue compared with $11.8 million or 99% of



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<PAGE>   10

revenue during the same period the prior year. The various components of
operating expenses are discussed below.

Software license expense increased to $3.2 million for the three months ended
June 30, 1999, from $2.1 million in the prior year period, representing 46% and
45% of software license fees and related revenue, respectively.

Maintenance and service expense increased to $3.7 million in the current quarter
from $2.8 million in the comparable period in fiscal 1999, representing 38% and
39% of maintenance and service revenue, respectively. The decrease in expense as
a percent of revenue can be attributed to higher maintenance and service
revenue.

Included in maintenance and service expense above are professional and
educational service costs of $2.0 million which were 76% of professional service
and education revenue for the first quarter compared with $1.2 million or 70%
for the comparable period in the prior year. The increase in expense as a
percent of revenue for the quarter can be attributed to the increased use of
high cost third party vendors to perform services associated with the Mailing
Efficiency/Data Quality products.

Costs of maintenance were $1.7 million for the first fiscal quarter of 2000
representing 24% of maintenance revenue. Costs of maintenance for the same
quarter in the prior year were $1.6 million or 29% of maintenance revenue. The
lower cost as a percentage of revenue reflects economies of scale achieved with
maintenance support costs spread over a larger revenue base.

Research, development and indirect support expenses (after capitalization of
certain software development costs) totaled $0.8 million for the first fiscal
quarter of 2000 and $0.6 million for the same period of fiscal 1999. The Company
expects these costs to remain relatively constant as a percentage of revenue for
the foreseeable future.

Selling and marketing expenses totaled $5.9 million or 35% of revenue in the
first quarter of fiscal 2000 and $4.3 million or 36% in the prior year same
period. The decrease in cost as a percent of revenue for the three month period
versus the prior year same period was primarily due to higher revenue.

General and administrative expenses were $2.8 million or 17% of total revenue
compared with $2.1 million or 17% of revenue for the three months ended June 30,
1999 and 1998, respectively.

Net non-operating income was $0.2 million for the quarter ended June 30, 1999 as
compared with net non-operating income of $57,000 for the same period in the
prior year. This increase represents higher interest income generated from
higher cash and short term investment balances in the current period compared to
the same period of fiscal 1998.

The Company's effective tax rate was 39% and 38% for the three month period
ending June 30, 1999, and 1998, respectively. The current year's rate is the



                                       10
<PAGE>   11

net effect of a 34% effective tax rate on foreign taxable income and a 45% rate
on domestic taxable income.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital was $7.6 million at June 30, 1999, as compared
with $7.8 million at March 31, 1999. The current ratio was 1.2 to 1 at both June
30, 1999 and March 31, 1999.

The Company provides for its cash requirements through cash funds generated from
operations. Additionally, the Company maintains a $10 million line of credit
arrangement with a commercial bank, expiring October 31, 1999. The line of
credit bears interest at the bank's prime rate, or Libor plus 150 basis points
at Group 1's option. The line of credit is not collateralized and requires Group
1 to maintain certain operating ratios. At June 30, 1999 and at March 31, 1999
there were no borrowings outstanding under the line of credit.

For the three months ended June 30, 1999, net income of $379,000 plus non-cash
expenses of $2.9 million provided a total of $3.3 million cash from operating
activities. This amount was increased by cash provided by working capital items
totaling $1.5 million resulting in net cash provided by operating activities of
$4.8 million. The cash provided by working capital items includes a $4.5 million
decrease in accounts receivable, offset by a $3.2 million decrease in accrued
expenses and $0.2 million provided by other working capital items. The decrease
in accounts receivable is due to increased cash collections. Investment in
purchased and developed software of $3.1 million, and capital equipment of $0.5
million, in addition to the purchase of $6.6 million in short term marketable
securities resulted in $10.2 million used by investing activities. The $3.1
million dollar investment in purchased and developed software included $1.2
million for the acquisition of a source code license to a data quality system
that was previouly sold by Group 1 under a royalty arrangement. $16,000 was used
in financing activities.

Group 1 continually evaluates the credit and market risks associated with
outstanding receivables. In the course of this review, Group 1 considers many
factors specific to the individual client as well as to the concentration of
receivables within industry groups. Group 1's installment receivables are
predominately with clients (service bureaus) who provide computer services to
the direct marketing industry. Many of these clients have limited capital and
insufficient assets to secure their liability with the Group 1. The service
bureaus are highly dependent on Group 1's software and services to offer their
customers the economic benefit of postal discounts and mailing efficiency. To
qualify for the U.S. Postal Service and Canada Post Corporation postal
discounts, service bureaus require continuous regulatory product updates from
the Company. The service bureau industry is also highly competitive and subject
to general economic cycles, as they impact advertising and direct marketing
expenditures. The Company is aware of no current market risk associated with the
installment receivables. Service bureaus represent



                                       11
<PAGE>   12

approximately $3.7 million or 71%, of the installment receivables at June 30,
1999.

As of June 3, 1999, the Company's capital resource commitments consisted
primarily of non-cancelable operating lease commitments for office space and
equipment. The Company believes that its current minimum lease obligations and
other short-term and long-term liquidity needs can be met from its existing cash
and short-term investment balances and cash flows from operations. The Company
believes that its long-term liquidity needs are minimal and no large capital
expenditures are anticipated, except for the continuing investment in
capitalized software development costs, which the Company believes can be funded
from operations during the next twelve months.

The Year 2000 Issue

The Year 2000 issue affects virtually all companies and organizations. Many
existing computer programs and digital systems used by, and sold by, Group 1
Software, use only two digits to identify a year in the date field, creating the
possibility of system malfunction after December 31, 1999.

In 1997, the Company formed two special task forces:

     -    The first task force was established to identify and evaluate our
          internal systems and applications that may be affected by the Year
          2000 issue; modify or replace those systems and applications so they
          will work properly in the Year 2000, and communicate with our
          suppliers to make sure they are prepared for the Year 2000.

     -    The second task force was established to evaluate the products sold by
          us, to ensure they will function as designed after the Year 2000.

     The Company has identified and evaluated all of our systems and
applications that may be affected by the Year 2000 issue, and have developed
plans to ready these systems and applications for the century change.
Modification and replacement projects are currently under way. The Company has
completed upgrading and testing on its major finance, customer information
management and other critical systems for Year 2000 functionality. Other less
critical systems continue to be tested and upgraded as required. Current
releases of all products modification sold by the Company have been modified to
ensure Year 2000 functionality. The costs of the readiness program for products
and internal systems are primarily costs of existing internal resources largely
absorbed within existing spending levels. These costs were incurred primarily in
1998 and earlier years and were not broken out from other operating costs. No
future material product readiness costs are anticipated. Although the Company
expects to be Year 2000 ready when necessary, failure of the Company or
significant key suppliers or customers to be fully Year 2000 ready could
potentially have a material adverse impact on the results of the Company's
operations. The Company is currently evaluating contingency plans.



                                       12
<PAGE>   13

Recent Accounting Pronouncements

The AICPA issued SOP 98-9 "Modification of SOP 97-2, Software Revenue
Recognition, with Respect to Certain Transactions," in December 1998, which
provides additional guidance on SOP 97-2. SOP 98-9 is effective for transactions
entered into in fiscal years beginning after March 15, 1999, which, in the case
of the Company, is the fiscal year beginning April 1, 1999 and ending March 31,
2000. SOP 98-9 did not have a material impact on the Company's Consolidated
Financial Statements for the quarter ending June 30, 1999 and the Company
believes it will not have a material impact on future periods.

Legal Contingencies

The Company and certain of its directors have been named as defendants in a
purported shareholder class action filed on April 28, 1998 in the Court of
Chancery of the State of Delaware (CA. No. 16349), "Brickell Partners,
Individually and on Behalf of All Others Similarly Situated v. Robert S. Bowen,
et al". The suit alleges that in connection with the merger of Group 1 Software,
Inc. into COMNET there were breaches of fiduciary duties in that COMNET, as
majority stockholder of Group 1 Software, Inc. "had greater knowledge of Group 1
Software, Inc. than the public shareholders and has timed the merger transaction
to take advantage of Group 1 Software, Inc.'s increased efficiency and prospects
of profitability", to the unfair disadvantage of Group 1 Software, Inc.'s public
shareholders. The Company believes that the complaint is meritless and is
pursuing dismissal of all the claims made by Plaintiff in the lawsuit. The
Company does not believe that the ultimate resolution of this matter will have a
material adverse effect on its financial position, results of operations or cash
flows.


                                       13
<PAGE>   14

                            PART II OTHER INFORMATION



Item 1. Legal Proceedings

     NONE

Item 2. Changes in Securities

     NONE

Item 3. Defaults Upon Senior Securities

     NONE

Item 4. Submission of Matters to a Vote of Security Holders.
     NONE


Item 5. Other Information

     NONE

Item 6. Exhibits and Reports on Form 8-K

     No filings on Form 8-K have been made during the quarter



                                       14
<PAGE>   15

SIGNATURES

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


                                        Group 1 Software, Inc.




Date: August 16, 1999
                                        /s/ Mark Funston
                                        Mark Funston
                                        Chief Financial Officer




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