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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)


[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

OR
[ ]           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: 0-19922

                              THE BISYS GROUP, INC.

             (Exact name of registrant as specified in its charter)

                DELAWARE                               13-3532663
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

                       90 PARK AVENUE, NEW YORK, NEW YORK
                                      10016

                    (Address of principal executive offices)
                                   (Zip Code)

                                  212-907-6000

              (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 REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

YES  [X]    NO  [ ]

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

AS OF JANUARY 31, 2003, THERE WERE 119,717,723 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.



                        This document contains 25 pages.

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

                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q



<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                   PAGE
<S>                                                                                              <C>

         Item 1.  Financial Statements

                   Condensed Consolidated Balance Sheet as of December 31, 2002
                     and June 30, 2002                                                            3

                   Condensed Consolidated Statement of Operations for the three and six
                     months ended December 31, 2002 and 2001                                      4

                   Condensed Consolidated Statement of Cash Flows for the six months
                     ended December 31, 2002 and 2001                                             5

                   Notes to Condensed Consolidated Financial Statements                           6

         Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                          11

         Item 4.  Controls and Procedures                                                        16

PART II.  OTHER INFORMATION

         Item 4.  Submission of Matters to a Vote of Security Holders                            17

         Item 6.  Exhibits and Reports on Form 8-K                                               17


SIGNATURES                                                                                       18

CERTIFICATIONS                                                                                   19

EXHIBIT INDEX                                                                                    21
</TABLE>


<PAGE>

                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                              December 31,           June 30,
                                                                  2002                 2002
                                                              -----------           -----------
<S>                                                           <C>                   <C>
ASSETS

Current assets:
   Cash and cash equivalents                                  $    80,580           $    78,371
   Accounts receivable, net                                       208,274               196,997
   Deferred tax asset                                              11,670                 9,466
   Other current assets                                            36,454                35,401
                                                              -----------           -----------
     Total current assets                                         336,978               320,235
   Property and equipment, net                                    104,823                94,711
   Goodwill                                                       662,266               623,250
   Intangible assets, net                                         164,948               159,391
   Other assets                                                    43,318                48,564
                                                              -----------           -----------
     Total assets                                             $ 1,312,333           $ 1,246,151
                                                              ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings                                      $   143,000           $    93,000
   Accounts payable                                                20,286                16,492
   Other current liabilities                                      116,620               125,012
                                                              -----------           -----------
     Total current liabilities                                    279,906               234,504
   Long-term debt                                                 300,000               300,000
   Deferred tax liability                                          21,154                16,670
   Other liabilities                                                3,630                12,359
                                                              -----------           -----------
     Total liabilities                                            604,690               563,533
                                                              -----------           -----------

Stockholders' equity:
   Common stock, $0.02 par value, 320,000,000 shares
     authorized, 120,274,571 and
     119,880,003 shares issued, respectively                        2,405                 2,398
   Additional paid-in capital                                     377,882               370,854
   Retained earnings                                              361,616               320,790
    Notes receivable from stockholders                            (10,776)              (10,776)
    Treasury stock at cost, 947,780 shares                        (23,108)                   --
    Employee benefit trust, 346,000 shares                         (5,705)                   --
    Deferred compensation                                           5,782                    --
   Accumulated other comprehensive loss                              (453)                 (648)
                                                              -----------           -----------
     Total stockholders' equity                                   707,643               682,618
                                                              -----------           -----------
     Total liabilities and stockholders' equity               $ 1,312,333           $ 1,246,151
                                                              ===========           ===========
</TABLE>

         The accompanying notes are an integral part of the condensed
consolidated financial statements.


                                       3
<PAGE>



                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                          Three Months Ended         Six Months Ended
                                              December 31,              December 31,
                                         ---------------------     ---------------------
                                           2002         2001         2002         2001
                                         --------     --------     --------     --------
<S>                                      <C>          <C>          <C>          <C>
Revenues                                 $233,112     $209,908     $460,456     $406,439
                                         --------     --------     --------     --------
Operating costs and expenses:
   Service and operating                  136,126      120,698      271,675      234,046
   Selling, general and                    42,593       40,075       87,179       80,643
     administrative
   Amortization of intangible assets        4,393        3,090        8,665        5,986
   Restructuring charges                       --           --       12,079        6,475
                                         --------     --------     --------     --------
Total operating costs and expenses       $183,112     $163,863     $379,598     $327,150
                                         --------     --------     --------     --------

Operating earnings                         50,000       46,045       80,858       79,289
Interest expense, net                       4,033        2,887        8,045        5,202
                                         --------     --------     --------     --------
Income before income taxes                 45,967       43,158       72,813       74,087
Income taxes                               17,238       16,723       27,305       28,709
                                         --------     --------     --------     --------
Net income                               $ 28,729     $ 26,435     $ 45,508     $ 45,378
                                         ========     ========     ========     ========

Basic earnings per share                 $   0.24     $   0.22     $   0.38     $   0.39
                                         ========     ========     ========     ========

Diluted earnings per share               $   0.24     $   0.22     $   0.37     $   0.37
                                         ========     ========     ========     ========
</TABLE>



         The accompanying notes are an integral part of the condensed
consolidated financial statements.


                                       4
<PAGE>


                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                         December 31,
                                                                  ------------------------
                                                                     2002           2001
                                                                  ---------      ---------

<S>                                                               <C>            <C>
Cash flows from operating activities:
Net income                                                        $  45,508      $  45,378
Adjustments to reconcile net income to net cash provided by
 operating activities:
   Restructuring charge                                              12,079          6,475
   Depreciation and amortization                                     23,581         19,223
   Deferred income tax provision                                      2,272          5,384
   Change in operating assets and liabilities, net of effects
     from acquisitions                                              (21,218)       (26,296)
                                                                  ---------      ---------
Net cash provided by operating activities                            62,222         50,164
                                                                  ---------      ---------

Cash flows from investing activities:
   Acquisitions of businesses, net of cash acquired                 (46,286)       (30,813)
   Proceeds from dispositions, net of expenses paid                      --           (521)
   Capital expenditures                                             (25,178)       (13,381)
   Change in other investments                                       (1,516)        (1,853)
   Purchase of intangible assets                                     (7,715)        (6,139)
                                                                  ---------      ---------
Net cash used in investing activities                               (80,695)       (52,707)
                                                                  ---------      ---------

Cash flows from financing activities:
   Repayment of debt                                                     --           (578)
   Proceeds from short-term borrowings                              149,000             --
   Repayment of short-term borrowings                               (99,000)            --
   Proceeds from exercise of stock options                            4,334          2,675
   Repurchases of common stock                                      (33,410)        (2,684)
   Other                                                               (242)            --
                                                                  ---------      ---------
Net cash provided (used) by financing activities                     20,682           (587)
                                                                  ---------      ---------

Net increase (decrease) in cash and cash equivalents                  2,209         (3,130)

Cash and cash equivalents at beginning of period                     78,371        159,399
                                                                  ---------      ---------

Cash and cash equivalents at end of period                        $  80,580      $ 156,269
                                                                  =========      =========
</TABLE>



         The accompanying notes are an integral part of the condensed
consolidated financial statements.


                                       5
<PAGE>


                     THE BISYS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         THE COMPANY

         The BISYS Group, Inc. and subsidiaries (the "Company") is a leading
         provider of business process outsourcing solutions for the financial
         services sector.

         BASIS OF PRESENTATION
         The condensed consolidated financial statements include the accounts of
         The BISYS Group, Inc. and its subsidiaries and have been prepared
         consistent with the accounting policies reflected in the 2002 Annual
         Report on Form 10-K filed with the Securities and Exchange Commission
         and should be read in conjunction therewith. The condensed consolidated
         financial statements include all adjustments (consisting only of normal
         recurring adjustments) which are, in the opinion of management,
         necessary to fairly state this information.

         RECENT ACCOUNTING PRONOUNCEMENTS
         In December 2002, the Financial Accounting Standards Board (FASB)
         issued FAS 148, "Accounting for Stock-Based Compensation - Transition
         and Disclosure." FAS 148 amends FAS 123, "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, FAS 148 amends the
         disclosure requirements of FAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. The Company presently does not
         anticipate changing its method of accounting for stock-based employee
         compensation from the intrinsic value method to the fair value based
         method. However, the additional information required by FAS 148 will be
         included in the Company's interim and annual financial statements
         beginning with the period ending March 31, 2003.

         In November 2002, the Emerging Issues Task Force (EITF) reached a
         consensus on Issue No. 00-21, "Revenue Arrangements with Multiple
         Deliverables." EITF Issue No. 00-21 provides guidance on determining
         whether a multi-deliverable revenue arrangement contains more than one
         unit of accounting and, if so, how to measure and allocate the
         arrangement consideration to the separate units of accounting. The
         guidance in this issue is effective for revenue arrangements entered
         into in fiscal periods beginning after June 15, 2003. The Company is
         currently evaluating the impact that this guidance may have on its
         financial statements and plans to adopt EITF Issue No. 00-21 in fiscal
         2004.

         In June 2002, the FASB issued FAS 146, "Accounting for Costs Associated
         with Exit or Disposal Activities," which addresses accounting for
         restructuring and similar costs. FAS 146 supersedes previous accounting
         guidance, principally EITF Issue No. 94-3. FAS 146 requires that the
         liability for costs associated with an exit or disposal activity be
         recognized when the liability is incurred. Under EITF Issue No. 94-3, a
         liability for an exit cost was recognized at the date of a company's
         commitment to an exit plan. FAS 146 also establishes that the liability
         should initially be measured and recorded at fair value. Accordingly,
         FAS 146 may affect the timing of recognizing any future restructuring
         costs as well as the amount recognized. The provisions of FAS 146 are
         effective for restructuring activities initiated after December 31,
         2002.

2.       USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make certain
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. The most significant
         estimates are related to the allowance for doubtful accounts, goodwill
         and intangible assets, restructuring charges, income taxes, and
         contingencies.

         The Company bases its estimates on historical experience and on various
         other assumptions that are believed to be reasonable under the
         circumstances, the results of which form the basis for making judgments
         about the carrying value of assets and liabilities that are not readily
         apparent from other sources. Actual results may differ from these
         estimates in the near term.


                                       6
<PAGE>

3.       COMPREHENSIVE INCOME

         The components of comprehensive income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                          Three Months Ended              Six Months Ended
                                                             December 31,                    December 31,
                                                        -----------------------         ----------------------
                                                          2002            2001            2002           2001
                                                        -------        --------         -------        -------

<S>                                                     <C>            <C>              <C>            <C>
         Net income                                     $28,729        $ 26,435         $45,508        $45,378
         Foreign currency translation adjustment            126             (41)            195             79
                                                        -------        --------         -------        -------
           Total comprehensive income                   $28,855        $ 26,394         $45,703        $45,457
                                                        =======        ========         =======        =======
</TABLE>

4.       EARNINGS PER SHARE

         On January 24, 2002, the Board of Directors of the Company approved a
         two-for-one stock split effected in the form of a dividend, payable to
         shareholders of record as of February 8, 2002. Accordingly, all
         historical weighted average share and per share amounts have been
         restated to reflect the stock split.

         Basic and diluted EPS computations for the three and six months ended
         December 31, 2002 and 2001 are as follows (in thousands, except per
         share amounts):

<TABLE>
<CAPTION>
                                                  Three Months Ended          Six Months Ended
                                                      December 31,              December 31,
                                                 ---------------------     ---------------------
                                                   2002         2001         2002         2001
                                                 --------     --------     --------     --------

<S>                                              <C>          <C>          <C>          <C>
         Basic EPS

         Net income                              $ 28,729     $ 26,435     $ 45,508     $ 45,378
                                                 ========     ========     ========     ========

         Weighted average common shares
           outstanding                            119,273      118,100      119,393      117,746
                                                 ========     ========     ========     ========

         Basic earnings per share                $   0.24     $   0.22     $   0.38     $   0.39
                                                 ========     ========     ========     ========

         Diluted EPS

         Net income                              $ 28,729     $ 26,435     $ 45,508     $ 45,378
                                                 ========     ========     ========     ========

         Weighted average common shares
           outstanding                            119,273      118,100      119,393      117,746

         Assumed conversion of common shares
           issuable under stock option plans        1,694        4,843        2,493        5,191
                                                 --------     --------     --------     --------

         Weighted average common and common
           equivalent shares outstanding          120,967      122,943      121,886      122,937
                                                 ========     ========     ========     ========

         Diluted earnings per share              $   0.24     $   0.22     $   0.37     $   0.37
                                                 ========     ========     ========     ========
</TABLE>

         The effect of the assumed conversion of the convertible subordinated
         notes into common stock would be antidilutive and therefore is excluded
         from the computation of diluted earnings per share.


                                       7
<PAGE>

         Certain stock options were not included in the computation of diluted
         EPS because the options' exercise prices were greater than the average
         market price of common shares during the period, as follows (in
         thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                         Three Months Ended                     Six Months Ended
                                                            December 31,                          December 31,
                                                -----------------------------------    ----------------------------------
                                                      2002               2001                2002              2001
                                                ----------------   ----------------    ----------------  ----------------

<S>                                             <C>                <C>                 <C>               <C>
         Number of options excluded                   6,306             2,734               5,910              1,963

         Option price per share                 $18.02 to $35.30   $27.55 to $30.85    $21.25 to $35.30  $27.68 to $30.85

         Average market price of common shares
         for the period                              $17.61             $27.45              $21.03            $27.63
</TABLE>

5.       RESTRUCTURING CHARGES

         During the first quarter of fiscal 2003, the Company recorded a pre-tax
         restructuring charge of $12.1 million in connection with the
         integration, consolidation and relocation of certain business
         operations. The restructuring and integration activities are primarily
         due to acquisitions consummated by the Company in fiscal 2002 and the
         downsizing of certain areas in the investment, insurance, education and
         check imaging businesses. The restructuring charge includes a provision
         of $7.2 million for severance-related costs for approximately 300
         employees and $4.9 million for facility closure and related costs.

         A summary of the restructuring charge activity for the six months ended
         December 31, 2002 is as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Compensation-    Facilities-
                                                               Related         Related           Total
                                                            -------------    -----------        -------
<S>                                                         <C>              <C>                <C>
         Establishment of initial restructuring charge          $7,161          $4,918          $12,079
           accrual

         Payments                                                5,089           1,417            6,506
                                                                ------          ------          -------

           Balance at December 31, 2002                         $2,072          $3,501          $ 5,573
                                                                ======          ======          =======
</TABLE>

         It is anticipated that all severance-related amounts and a substantial
         portion of the facility-related amounts will be expended by the end of
         the current fiscal year.

6.       INTANGIBLE ASSETS AND GOODWILL

         INTANGIBLE ASSETS

         At December 31, 2002, acquired intangible assets were comprised of the
         following (in thousands):

<TABLE>
<CAPTION>
                                          Gross Carrying         Accumulated        Net Book
                                              Amount             Amortization         Value
                                          --------------         ------------       ---------

<S>                                       <C>                    <C>                <C>
         Customer related                    $141,120               $(25,571)       $115,549
         Noncompete agreements                 41,993                 (9,445)         32,548
         Other                                 22,070                 (5,219)         16,851
                                             --------               --------        --------
           Total                             $205,183               $(40,235)       $164,948
                                             ========               ========        ========
</TABLE>


                                       8
<PAGE>

         At June 30, 2002, acquired intangible assets were comprised of the
         following (in thousands):

<TABLE>
<CAPTION>
                                         Gross Carrying            Accumulated              Net Book
                                              Amount              Amortization                Value
                                         --------------           ------------              --------

<S>                                      <C>                      <C>                       <C>
         Customer related                    $129,740               $(19,846)               $109,894
         Noncompete agreements                 39,132                 (7,423)                 31,709
         Other                                 22,070                 (4,282)                 17,788
                                             --------               --------                --------
           Total                             $190,942               $(31,551)               $159,391
                                             ========               ========                ========
</TABLE>

         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $4.4 million and $8.7 million for the three and six months ended
         December 31, 2002 and $13.1 million for its year ended June 30, 2002.
         Estimated amortization expense for the current fiscal year and the
         succeeding four years is as follows (in thousands):

<TABLE>
<CAPTION>
              Fiscal Year
                Ending
               June 30,                 Amount
              ----------              ---------
              <S>                     <C>

                 2003                 $ 18,200
                 2004                   19,100
                 2005                   18,300
                 2006                   17,200
                 2007                   15,800
</TABLE>

         GOODWILL

         The changes in the carrying amount of goodwill by business segment for
         the six months ended December 31, 2002 are as follows (in thousands):

<TABLE>
<CAPTION>
                                          Investment       Insurance and          Information
                                           Services      Education Services         Services           Total
                                           --------      ------------------       -----------          -----

<S>                                       <C>            <C>                      <C>                 <C>
         Balance, July 1, 2002             $311,802           $276,058               $35,390          $623,250

         Additions                              567             38,449                    --            39,016
                                           --------           --------               -------          --------


         Balance, December 31, 2002        $312,369           $314,507               $35,390          $662,266
                                           ========           ========               =======          ========
</TABLE>

7.       BUSINESS COMBINATIONS

         On December 18, 2002, the Company acquired Select Insurance Marketing
         Corporation (SIMCO) in a cash for equity transaction. SIMCO is a
         Washington-based insurance brokerage firm specializing in the wholesale
         distribution of long-term care insurance.

         On December 23, 2002, the Company acquired Feingold & Scott Ltd. (dba
         Career Brokerage, Inc.) in a cash for equity transaction. Career
         Brokerage is a New York-based insurance brokerage firm specializing in
         the wholesale distribution of life, annuity, disability, and long-term
         care insurance products.

         Pro forma information has not been presented due to a lack of
         materiality.


                                       9
<PAGE>

8.       SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and six
         months ended December 31, 2002 and 2001. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.

<TABLE>
<CAPTION>
                                                                  (in thousands)
                                                 Three Months Ended           Six Months Ended
                                                     December 31,                 December 31,
                                              ------------------------      ------------------------
                                                 2002           2001           2002           2001
                                              ---------      ---------      ---------      ---------
<S>                                           <C>            <C>            <C>            <C>
         Operating revenue:
         Investment Services                  $ 121,853      $ 108,167      $ 242,797      $ 213,083
         Insurance and Education Services        58,830         53,654        114,529         99,000
         Information Services                    52,429         48,087        103,130         94,356
                                              ---------      ---------      ---------      ---------
         Total operating revenue              $ 233,112      $ 209,908      $ 460,456      $ 406,439
                                              =========      =========      =========      =========

         Operating income (loss):
         Investment Services                  $  17,872      $  16,772      $  33,956      $  32,925
         Insurance and Education Services        23,738         22,165         43,407         39,515
         Information Services                    13,825         12,486         26,230         23,825
         Corporate                               (5,435)        (5,378)       (10,656)       (10,501)
                                              ---------      ---------      ---------      ---------
            Total operating income            $  50,000      $  46,045      $  92,937      $  85,764
                                              =========      =========      =========      =========
</TABLE>

9.       DEFERRED COMPENSATION

         The Company has a deferred compensation plan (the "Plan") whereby
         certain compensation earned by a participant can be deferred and placed
         in an employee benefit trust, also known as a "rabbi trust." Under the
         Plan, the participant may choose from several investment designations,
         including shares of common stock of the Company. During the first
         quarter of fiscal 2003, the Company amended the Plan to make all
         participant deferrals that are designated in common stock of the
         Company irrevocable and to require that all future distributions of
         such designations be settled in shares of Company common stock.
         Accordingly, the Company has applied the provisions of Emerging Issues
         Task Force (EITF) 97-14, "Accounting for Deferred Compensation
         Arrangements Where Amounts Earned are Held in a Rabbi Trust and
         Invested." The EITF requires that employer stock held by the rabbi
         trust be classified as equity similar to the manner in which treasury
         stock is accounted for. Additionally, the EITF requires that the
         portion of the deferred compensation obligation that is required to be
         settled by the delivery of shares of employer stock be classified in
         equity. At December 31, 2002, 346,000 shares, valued at $5.7 million,
         were held by the employee benefit trust and presented in the
         accompanying consolidated balance sheet as a contra-equity account.
         Additionally, $5.8 million has been classified as equity in the
         accompanying consolidated balance sheet and represents the deferred
         compensation obligation under the Plan that is designated in shares of
         Company common stock. Under the EITF, subsequent changes in the fair
         value of both the employer stock held in the rabbi trust and the
         deferred compensation obligation, representing amounts designated in
         shares of Company common stock, are not recognized.


                                       10
<PAGE>



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

The Company provides outsourcing solutions to and through financial
organizations. The following table presents the percentage of revenues
represented by each item in the Company's condensed consolidated statement of
operations for the periods indicated:

<TABLE>
<CAPTION>
                                                               Three Months Ended              Six Months Ended
                                                                  December 31,                   December 31,
                                                             ---------------------           ---------------------
                                                              2002           2001             2002          2001
                                                             ------         ------           ------        -------

<S>                                                          <C>            <C>              <C>            <C>
        Revenues                                                100%           100%             100%           100%
                                                               ----           ----             ----           ----

        Operating costs and expenses:
           Service and operating                               58.4           57.5             59.0           57.6
           Selling, general and administrative                 18.3           19.1             18.9           19.8
           Amortization of intangible assets                    1.9            1.5              1.9            1.5
           Restructuring charges                                -              -                2.6            1.6
                                                               ----           ----              ---           ----
        Total operating costs and expenses                     78.6           78.1             82.4           80.5
                                                               ----           ----              ---           ----
        Operating earnings                                     21.4           21.9             17.6           19.5
        Interest expense, net                                   1.7            1.4              1.8            1.3
                                                               ----           ----              ---           ----
        Income before income taxes                             19.7           20.5             15.8           18.2
        Income taxes                                            7.4            7.9              5.9            7.0
                                                               ----           ----              ---           ----
        Net income                                             12.3%          12.6%             9.9%          11.2%
                                                               ====           ====              ===           ====
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2002 WITH THE THREE MONTHS
ENDED DECEMBER 31, 2001.

         Revenues increased 11.1% from $209.9 million for the three months ended
         December 31, 2001 to $233.1 million for the three months ended December
         31, 2002. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business. Internal
         revenue growth approximated 3% for the three months ended December 31,
         2002 over the same period last year.

         Service and operating expenses increased 12.8% from $120.7 million for
         the three months ended December 31, 2001 to $136.1 million for the
         three months ended December 31, 2002 and increased as a percentage of
         revenues from 57.5% to 58.4%. The dollar increase resulted from
         additional costs associated with greater revenues. The increase as a
         percentage of revenues resulted from business acquisitions and changes
         in the mix of the Company's business.

         Selling, general and administrative expenses increased 6.3% from $40.1
         million during the three months ended December 31, 2001 to $42.6
         million for the three months ended December 31, 2002 and decreased as a
         percentage of revenues from 19.1% to 18.3%. The dollar increase
         resulted from additional costs associated with greater revenues. The
         decrease as a percentage of revenues resulted from improved leverage in
         overhead costs through discretionary cost reductions and effective
         expense management.

         Amortization of intangible assets increased $1.3 million for the three
         months ended December 31, 2002 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         Interest expense increased $1.1 million for the three months ended
         December 31, 2002 over the same period last year primarily due to the
         interest costs associated with a higher level of outstanding borrowings
         under the Company's revolving credit facility.

         The income tax provision of $17.2 million for the three months ended
         December 31, 2002 increased from $16.7 million for the three months
         ended December 31, 2001 due to higher taxable income. The provision
         represents an effective tax rate of 37.5% and 38.7% for the periods
         ended December 31, 2002 and 2001, respectively. The reduced effective
         tax rate is attributable to the impact of lower tax rates in foreign
         tax jurisdictions for recently acquired businesses.


                                       11
<PAGE>

         Operating earnings, before amortization of intangibles, resulted in
         margins of 23.3% and 23.4% for the three months ended December 31, 2002
         and 2001, respectively.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2002 WITH THE SIX MONTHS ENDED
DECEMBER 31, 2001.

         Revenues increased 13.3% from $406.4 million for the six months ended
         December 31, 2001 to $460.5 million for the six months ended December
         31, 2002. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business.

         Service and operating expenses increased 16.1% from $234.0 million for
         the six months ended December 31, 2001 to $271.7 million for the six
         months ended December 31, 2002 and increased as a percentage of
         revenues from 57.6% to 59.0%. The dollar increase resulted from
         additional costs associated with greater revenues. The increase as a
         percentage of revenues resulted from business acquisitions and changes
         in the mix of the Company's business.

         Selling, general and administrative expenses increased 8.1% from $80.6
         million during the six months ended December 31, 2001 to $87.2 million
         for the six months ended December 31, 2002 and decreased as a
         percentage of revenues from 19.8% to 18.9%. The dollar increase
         resulted from additional costs associated with greater revenues. The
         decrease as a percentage of revenues resulted from improved leverage in
         overhead costs through discretionary cost reductions and effective
         expense management.

         Amortization of intangible assets increased $2.7 million for the six
         months ended December 31, 2002 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         Interest expense increased $2.8 million for the six months ended
         December 31, 2002 over the same period last year primarily due to the
         interest costs associated with a higher level of outstanding borrowings
         under the Company's revolving credit facility.

         The income tax provision of $27.3 million for the six months ended
         December 31, 2002 decreased from $28.7 million for the six months ended
         December 31, 2001 due to lower taxable income and a lower effective tax
         rate. The provision represents an effective tax rate of 37.5% and 38.8%
         for the periods ended December 31, 2002 and 2001, respectively. The
         reduced effective tax rate is attributable to the impact of lower tax
         rates in foreign tax jurisdictions for recently acquired businesses.

         Operating earnings, before amortization of intangibles and
         restructuring charges, resulted in margins of 22.1% and 22.6% for the
         six months ended December 31, 2002 and 2001, respectively. The margin
         decline was generally due to the overall economic downturn that
         adversely impacted the Company's Investment Services business and the
         decline in sales of high-end insurance products in the Insurance
         Services business.

         The Company recorded pre-tax restructuring charges of $12.1 million and
         $6.5 million during the six months ended December 31, 2002 and 2001,
         respectively. The restructuring charges relate to the integration,
         consolidation and relocation of certain business operations, primarily
         as a result of acquisition activity and the downsizing of certain areas
         in the investment, insurance, education, and check imaging businesses
         in fiscal 2003. The restructuring charge in the fiscal first quarter of
         2003 includes a provision of $7.2 million for severance-related costs
         for approximately 300 employees and $4.9 million for facility closure
         and related costs. At December 31, 2002, the remaining accrual amounts
         to $5.6 million and it is anticipated that all severance-related
         amounts and a substantial portion of the facility-related amounts will
         be expended by the end of the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2002, the Company had cash and cash equivalents of
         $80.6 million and working capital of $57.1 million. At December 31,
         2002, the Company had outstanding borrowings of $143.0 million against
         its $300 million revolving credit facility. The credit facility bears
         interest at LIBOR plus a margin of 0.65%, resulting in a weighted
         average interest rate of 2.13% on all outstanding borrowings under the
         facility at December 31, 2002. The facility is used to support the
         Company's working capital requirements and fund the Company's future
         acquisitions. The facility expires June 30, 2004.


                                       12
<PAGE>

         The Company's strategy includes the acquisition of complementary
         businesses financed by a combination of internally generated funds,
         borrowings from the revolving credit facility, long-term debt and
         common stock. The Company's policy is to retain earnings to support
         future business opportunities, rather than to pay dividends. The
         Company has historically used a significant portion of its cash flow
         from operations to fund acquisitions and capital expenditures with any
         remainder used to reduce outstanding borrowings under the credit
         facility. The Company believes that its cash flow from operations
         together with other available sources of funds will be adequate to meet
         its funding requirements. In the event that the Company makes
         significant future acquisitions, however, it may raise funds through
         additional borrowings or the issuance of securities.

         At December 31, 2002, the Company had $2.4 million outstanding in
         letters of credit and $300 million of outstanding 4% convertible
         subordinated notes due March 2006. The Company's debt ratio (total
         debt/total debt plus equity) is .39 to 1.00 at December 31, 2002, and
         the Company's maximum debt ratio may not exceed .50 to 1.00 under the
         terms of the revolving credit facility, as amended.

         Accounts receivable represented 82 and 75 days sales outstanding (DSO)
         at December 31, 2002 and June 30, 2002, respectively, based on
         quarterly revenues. The increase in DSO is primarily due to a higher
         DSO associated with commission receivables in the Insurance Services
         division due to the timing of certain commission-related payments from
         insurance carriers. Additionally, due to Insurance Services' growth,
         its receivables represent a greater percentage of outstanding
         receivables at December 31, 2002 compared to June 30, 2002.

         For the six months ended December 31, 2002, operating activities
         provided cash of $62.2 million. Investing activities used cash of $80.7
         million, primarily for acquisition-related payments of $46.3 million,
         capital expenditures of $25.2 million, and purchases of intangibles of
         $7.7 million. Financing activities provided cash of $20.7 million,
         primarily comprised of net proceeds from short-term borrowings of $50.0
         million and net proceeds from the exercise of stock options of $4.3
         million, offset by repurchases of common stock of $33.4 million.

         At its August 15, 2002 meeting, the Board of Directors authorized a new
         stock buy-back program of up to $100 million to supersede and replace
         the prior program effective upon completion of an amendment to the
         Company's revolving credit facility modifying certain stock buy-back
         provisions. The amendment to the credit facility became effective on
         September 24, 2002. Through that date, the Company had purchased a
         total of approximately 4.25 million shares of its common stock under
         the prior stock buy-back program for $70.4 million. Between September
         24, 2002 and September 30, 2002, the Company purchased an additional
         0.3 million shares for $4.8 million under the new stock buy-back
         program. There were no share repurchases during the three months ended
         December 31, 2002. Purchases have occurred and are expected to continue
         to occur from time-to-time in the open market to offset the possible
         dilutive effect of shares issued under employee benefit plans, for
         possible use in future acquisitions, and for general and other
         corporate purposes.

SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and six
         months ended December 31, 2002 and 2001. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                     (in thousands)
                                                    Three Months Ended           Six Months Ended
                                                        December 31,                 December 31,
                                                 ------------------------      ------------------------
                                                    2002           2001           2002           2001
                                                 ---------      ---------      ---------      ---------

<S>                                              <C>            <C>            <C>            <C>
         Operating revenue:
            Investment Services                  $ 121,853      $ 108,167      $ 242,797      $ 213,083
            Insurance and Education Services        58,830         53,654        114,529         99,000
            Information Services                    52,429         48,087        103,130         94,356
                                                 ---------      ---------      ---------      ---------
              Total operating revenue            $ 233,112      $ 209,908      $ 460,456      $ 406,439
                                                 =========      =========      =========      =========

         Operating income (loss):
            Investment Services                  $  17,872      $  16,772      $  33,956      $  32,925
            Insurance and Education Services        23,738         22,165         43,407         39,515
            Information Services                    13,825         12,486         26,230         23,825
            Corporate                               (5,435)        (5,378)       (10,656)       (10,501)
                                                 ---------      ---------      ---------      ---------
              Total operating income             $  50,000      $  46,045      $  92,937      $  85,764
                                                 =========      =========      =========      =========
</TABLE>

         Internal revenue growth for Investment Services, Insurance and
         Education Services, and Information Services approximated 2%, 1%, and
         9%, respectively, during the three months ended December 31, 2002 over
         the same period last year. A substantial portion of the Company's
         revenues are recurring in nature and are derived from long-term
         customer contracts with terms that generally average from three to five
         years. The Company believes the contractual nature of its business and
         its historical contract renewal experience provide a high level of
         stability and predictability to the amount and timing of its recurring
         revenue stream. The Company's internal revenue growth approximated 5%
         for the six months ended December 31, 2002 over the same period last
         year. The Company expects to achieve an overall annual internal growth
         rate of 4% to 6% in fiscal 2003 and 8% to 10% in fiscal 2004, subject
         to continuing stability and moderate improvement in the capital
         markets.

         Revenue in the Investment Services business segment increased $13.7
         million, or 12.7%, during the three months ended December 31, 2002,
         over the same period last year. The revenue increase was due to recent
         acquisitions and internal growth of approximately 2%. Operating income
         in the Investment Services business segment increased $1.1 million, or
         6.6%, during the fiscal second quarter, resulting in operating margins
         of 14.7% and 15.5% for the three months ended December 31, 2002 and
         2001, respectively. The margin primarily decreased due to the adverse
         impact that the overall market decline had on revenue derived from
         equity-based funds under administration in the Fund Services division.

         Revenue in the Insurance and Education Services business segment
         increased $5.2 million, or 9.6%, during the three months ended December
         31, 2002, over the same period last year. The revenue increase was
         primarily due to acquisitions. Operating income in the Insurance and
         Education Services business segment increased $1.6 million, or 7.1%,
         during the fiscal second quarter, resulting in operating margins of
         40.4% and 41.3% for the three months ended December 31, 2002 and 2001,
         respectively. Margins decreased in the fiscal second quarter primarily
         due to the decline in sales of high-end products in the Insurance
         Services division and the adverse impact of the overall economic
         downturn on sales in the Education Services division.

         Revenue in the Information Services business segment increased $4.3
         million, or 9.0%, during the three months ended December 31, 2002, over
         the same period last year. The revenue increase was due to sales to new
         clients, existing client growth, and cross sales to existing clients.
         Operating income in the Information Services business segment increased
         $1.3 million, or 10.7%, during the fiscal second quarter, resulting in
         operating margins of 26.4% and 26.0% for the three months ended
         December 31, 2002 and 2001, respectively.

         Corporate operations represent charges for the Company's human
         resources, legal, accounting and finance functions, and various other
         unallocated overhead charges.

FORWARD-LOOKING STATEMENTS

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations and other sections of this report contain
         forward-looking statements that are based on management's current
         expectations, estimates, forecasts and assumptions concerning future
         events. In addition, other written or oral statements that constitute
         forward-looking statements may be made by or on behalf of management.
         These


                                       14
<PAGE>

         statements are subject to numerous known and unknown risks,
         uncertainties and assumptions that could cause actual events or results
         to differ materially from those projected. Words such as "believes,"
         "anticipates," "expects," "intends," "estimates, "projects," "plans,"
         "targets," and variations of such words and similar expressions are
         intended to identify such forward-looking statements. Except as
         required under the federal securities laws and the rules and
         regulations of the Securities and Exchange Commission (SEC), the
         Company does not undertake any obligation to update or revise publicly
         any forward-looking statements, whether as a result of new information,
         future events, changes in assumptions or otherwise. Although the
         Company believes that its plans, intentions, and expectations reflected
         in or suggested by the forward-looking statements made in this report
         are reasonable, there can be no assurance that such plans, intentions
         or expectations will be achieved.

         The risks, uncertainties and assumptions include: achieving planned
         revenue growth in each of the Company's business units; renewal of
         material contracts in the Company's business units consistent with past
         experience; successful and timely integration of significant businesses
         acquired by the Company and realization of anticipated synergies;
         increasing price, products, and services competition by U.S. and
         non-U.S. competitors, including new entrants; changes in U.S. and
         non-U.S. governmental regulations; the timely implementation of the
         Company's restructuring program and financial plans; general U.S. and
         non-U.S. economic and political conditions, including the global
         economic slowdown and interest rate and currency exchange rate
         fluctuation; continuing development and maintenance of appropriate
         business continuity plans for the Company's processing systems; absence
         of consolidation among client financial institutions or other client
         groups; timely conversion of new customer data to the Company's
         platforms; attracting and retaining qualified key employees; no
         material breech of security of any of the Company's systems; control of
         costs and expenses; continued availability of financing, and financial
         resources on the terms required to support the Company's future
         business endeavors; the mix of products and services; compliance with
         the covenants and restrictions of the Company's bank credit facility
         and convertible subordinated notes indenture; and the outcome of
         pending and future litigation and governmental or regulatory
         proceedings.

         These are representative of the risks, uncertainties and assumptions
         that could affect the outcome of the forward-looking statements. In
         addition, such statements could be affected by general industry and
         market conditions and growth rates, and other future events.

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2002, the Financial Accounting Standards Board (FASB)
         issued FAS 148, "Accounting for Stock-Based Compensation - Transition
         and Disclosure." FAS 148 amends FAS 123, "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, FAS 148 amends the
         disclosure requirements of FAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. The Company presently does not
         anticipate changing its method of accounting for stock-based employee
         compensation from the intrinsic value method to the fair value based
         method. However, the additional information required by FAS 148 will be
         included in the Company's interim and annual financial statements
         beginning with the period ending March 31, 2003.

         In November 2002, the Emerging Issues Task Force (EITF) reached a
         consensus on Issue No. 00-21, "Revenue Arrangements with Multiple
         Deliverables." EITF Issue No. 00-21 provides guidance on determining
         whether a multi-deliverable revenue arrangement contains more than one
         unit of accounting and, if so, how to measure and allocate the
         arrangement consideration to the separate units of accounting. The
         guidance in this issue is effective for revenue arrangements entered
         into in fiscal periods beginning after June 15, 2003. The Company is
         currently evaluating the impact that this guidance may have on its
         financial statements and plans to adopt EITF Issue No. 00-21 in fiscal
         2004.

         In June 2002, the FASB issued FAS 146, "Accounting for Costs Associated
         with Exit or Disposal Activities," which addresses accounting for
         restructuring and similar costs. FAS 146 supersedes previous accounting
         guidance, principally EITF Issue No. 94-3. FAS 146 requires that the
         liability for costs associated with an exit or disposal activity be
         recognized when the liability is incurred. Under EITF Issue No. 94-3, a
         liability for an exit cost was recognized at the date of a company's
         commitment to an exit plan. FAS 146 also establishes that the liability
         should initially be measured and recorded at fair value. Accordingly,
         FAS 146 may affect the timing of recognizing any future restructuring
         costs as well as the amount recognized. The provisions of FAS 146 are
         effective for restructuring activities initiated after December 31,
         2002.


                                       15
<PAGE>


ITEM 4.           CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports, filed
pursuant to the Securities Exchange Act of 1934, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the internal controls subsequent to the date the
Company completed its evaluation.


                                       16
<PAGE>


                                     PART II

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

                  At the Annual Meeting of Stockholders of the Company, held on
November 14, 2002, the Stockholders approved the following matters:

1.                    Re-election of the eight Directors named below to hold
                      office until the next Annual Meeting of Stockholders and
                      until their successors have been duly elected and
                      qualified:

<TABLE>
<CAPTION>
                                                                                          Number of
                      Name of Director                                                 Votes in Favor
                      ----------------                                                 --------------
                      <S>                                                              <C>

                      Denis A. Bovin                                                     84,698,127
                      Robert J. Casale                                                   84,697,953
                      Thomas A. Cooper                                                   84,549,327
                      Jay W. DeDapper                                                    84,548,317
                      John J. Lyons                                                      84,698,127
                      Lynn J. Mangum                                                     83,565,305
                      Thomas E. McInerney                                                84,698,063
                      Joseph J. Melone                                                   84,548,509
</TABLE>

<TABLE>
<CAPTION>
                                                                               For         Against       Abstain
                 <S>  <C>                                                  <C>            <C>            <C>
                  2.  2003 Employee Stock
                      Purchase Plan                                        84,414,136      362,855       21,206
</TABLE>

<TABLE>
<CAPTION>

                                                                               For         Against       Abstain
                  <S> <C>                                                  <C>            <C>            <C>
                  3.  Appointment of PricewaterhouseCoopers LLP
                      as independent accountants for fiscal year 2003      82,028,596     2,756,641      12,960
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS

                  Exhibit 3.1 - Amendment to By-Laws, Effective as of November
                  15, 2002

                  Exhibit 10.1 - Amendment No. 3, dated as of October 24, 2002,
                  to the Credit Agreement, dated as of June 30, 1999, among The
                  BISYS Group, Inc., the Lenders party thereto, JP Morgan Chase
                  Bank, Bank One, NA, Wachovia Bank, National Association and
                  Fleet National Bank, as co-agents thereunder, and The Bank of
                  New York, as Administrative Agent.

         (B)      REPORTS ON FORM 8-K

                  None.


                                       17
<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.


                                 THE BISYS GROUP, INC.



Date:  February 13, 2003         By:   /s/ Andrew C. Corbin
      -------------------            ----------------------------------------
                                      Andrew C. Corbin
                                      Executive Vice President and Chief
                                      Financial Officer
                                      (Duly Authorized Officer)



                                       18
<PAGE>


                                 CERTIFICATIONS

I, Dennis R. Sheehan, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of The BISYS Group,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: February 13, 2003
                                       /s/ Dennis R. Sheehan
                                       ----------------------------------------
                                       Dennis R. Sheehan
                                       President and Chief Executive Officer


                                       19
<PAGE>



                                 CERTIFICATIONS

I, Andrew C. Corbin, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of The BISYS Group,
         Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: February 13, 2003
                                                  /s/ Andrew C. Corbin
                                                  ------------------------------
                                                  Andrew C. Corbin
                                                  Executive Vice President
                                                  and Chief Financial Officer



                                       20
<PAGE>



                              THE BISYS GROUP, INC.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                                                                             Page

         <S>      <C>                                                                                  <C>
         (3.1)    Amendment to By-Laws, Effective as of November 15, 2002.................................22

         (10.1)   Amendment No. 3, dated as of October 24, 2002, to the Credit
                  Agreement, dated as of June 30, 1999, among The BISYS Group,
                  Inc., the Lenders party thereto, JP Morgan Chase Bank, Bank
                  One, NA, Wachovia Bank, National Association and Fleet
                  National Bank, as co-agents thereunder, and The Bank of New
                  York, as Administrative Agent...........................................................23
</TABLE>


                                       21