<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 SEPTEMBER 30, 2003

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 BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT).

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 OCTOBER 31, 2003, THERE WERE 118,197,631 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.

                        This document contains 27 pages.

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


<PAGE>

                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q



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

              Item 1.  Financial Statements

                        Condensed Consolidated Statements of Income for the three months
                              ended September 30, 2003 and 2002                                                     3

                        Condensed Consolidated Balance Sheets as of September 30, 2003 and
                              June 30, 2003                                                                         4

                        Condensed Consolidated Statements of Cash Flows for the three months
                              ended September 30, 2003 and 2002                                                     5

                        Notes to Condensed Consolidated Financial Statements                                        6

              Item 2.  Management's Discussion and Analysis of Financial Condition and
                       Results of Operations                                                                       12

              Item 4.  Controls and Procedures                                                                     17

PART II.  OTHER INFORMATION

              Item 6.  Exhibits and Reports on Form 8-K                                                            18

SIGNATURES                                                                                                         19

EXHIBIT INDEX                                                                                                      20

</TABLE>



                                       2
<PAGE>


                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                         Three Months Ended
                                            September 30,
                                       ----------------------
                                         2003          2002
                                       ---------    ---------
<S>                                  <C>          <C>
Revenues                               $ 237,382    $ 227,344
                                       ---------    ---------
Operating costs and expenses:
   Service and operating                 152,512      135,549
   Selling, general and                   46,129       44,586
   administrative
   Amortization of intangible assets       5,806        4,272
   Restructuring, impairment and
   other charges                          12,624       12,079
                                       ---------    ---------
Total operating costs and expenses       217,071      196,486
                                       ---------    ---------
Operating earnings                        20,311       30,858
Interest income                              325          373
Interest expense                          (4,664)      (4,385)
                                       ---------    ---------
Income before income taxes                15,972       26,846
Income taxes                              11,161       10,067
                                       ---------    ---------
Net income                             $   4,811    $  16,779
                                       =========    =========
Basic earnings per share               $    0.04    $    0.14
                                       =========    =========
Diluted earnings per share             $    0.04    $    0.14
                                       =========    =========
</TABLE>

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



                                       3
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                   September 30,    June 30,
                                                                                      2003           2003
                                                                                   -----------    -----------
<S>                                                                              <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                       $    76,475    $    79,558
   Restricted cash                                                                      23,745         26,603
   Accounts receivable, net                                                             94,532         96,237
   Insurance premiums and commissions receivable                                       149,999        169,780
   Deferred tax asset                                                                   13,655         13,655
   Other current assets                                                                 31,813         34,806
                                                                                   -----------    -----------
     Total current assets                                                              390,219        420,639
   Property and equipment, net                                                         106,642        107,152
   Goodwill                                                                            750,537        749,227
   Intangible assets, net                                                              199,376        206,036
   Other assets                                                                         40,517         43,839
                                                                                   -----------    -----------
     Total assets                                                                  $ 1,487,291    $ 1,526,893
                                                                                   ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term borrowings                                                           $   163,000    $   172,000
   Accounts payable                                                                     25,759         21,518
   Insurance premiums and commissions payable                                           53,407         79,398
   Other current liabilities                                                           127,199        127,643
                                                                                   -----------    -----------
     Total current liabilities                                                         369,365        400,559
   Long-term debt                                                                      300,000        300,000
   Deferred tax liability                                                               40,785         37,247
   Other liabilities                                                                     3,227          4,026
                                                                                   -----------    -----------
     Total liabilities                                                                 713,377        741,832
                                                                                   -----------    -----------
Stockholders' equity:
   Common stock, $0.02 par value, 320,000,000 shares authorized, 120,743,385 and
   120,274,571 shares issued                                                             2,415          2,405
   Additional paid-in capital                                                          387,637        378,986
   Retained earnings                                                                   420,212        417,533
    Notes receivable from stockholders                                                 (10,776)       (10,776)
    Employee benefit trust, 369,207 and 344,207 shares                                  (6,007)        (5,676)
    Deferred compensation                                                                6,078          5,752
   Unearned compensation - restricted stock                                             (7,799)          --
   Accumulated other comprehensive loss                                                    (71)          (340)
    Treasury stock at cost, 1,141,056 and 141,118 shares                               (17,775)        (2,823)
                                                                                   -----------    -----------
     Total stockholders' equity                                                        773,914        785,061
                                                                                   -----------    -----------
     Total liabilities and stockholders' equity                                    $ 1,487,291    $ 1,526,893
                                                                                   ===========    ===========

</TABLE>

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



                                       4
<PAGE>





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

<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                        September 30,
                                                                                    --------------------
                                                                                      2003        2002
                                                                                    --------    --------
<S>                                                                               <C>         <C>
Cash flows from operating activities:
Net income                                                                          $  4,811    $ 16,779
Adjustments to reconcile net income to net cash provided by operating activities:
   Restructuring, impairment and other charges                                        12,624      12,079
   Depreciation and amortization                                                      13,978      11,922
   Deferred income tax provision                                                       2,325        --
   Change in operating assets and liabilities, net of effects from acquisitions       (7,306)    (23,976)
                                                                                    --------    --------
Net cash provided by operating activities                                             26,432      16,804
                                                                                    --------    --------
Cash flows from investing activities:

   Acquisitions of businesses, net of cash acquired                                   (1,943)     (9,961)
   Purchase of intangible assets                                                        --        (7,255)
   Capital expenditures                                                               (9,487)    (13,901)
   Change in other investments                                                         1,708        (906)
                                                                                    --------    --------
Net cash used in investing activities                                                 (9,722)    (32,023)
                                                                                    --------    --------
Cash flows from financing activities:
   Proceeds from short-term borrowings                                                16,000      81,000
   Repayment of short-term borrowings                                                (25,000)    (45,000)
   Proceeds from exercise of stock options                                             2,970       2,891
   Repurchases of common stock                                                       (13,763)    (33,410)
                                                                                    --------    --------
Net cash (used in) provided by financing activities                                  (19,793)      5,481
                                                                                    --------    --------
Net decrease in cash and cash equivalents                                             (3,083)     (9,738)
Cash and cash equivalents at beginning of period                                      79,558      78,371
                                                                                    --------    --------
Cash and cash equivalents at end of period                                          $ 76,475    $ 68,633
                                                                                    ========    ========
</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 2003 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.

         RECLASSIFICATION

         Certain reclassifications have been made to the 2003 financial
         statements to conform to the 2004 presentation.

         INSURANCE PREMIUMS AND COMMISSIONS RECEIVABLE AND PAYABLE

         The Company has separately reflected receivables and payables arising
         from its insurance-related businesses on the accompanying condensed
         consolidated balance sheets. The captions "insurance premiums and
         commissions receivable" and "insurance premiums and commissions
         payable" include insurance premiums and commissions in the Company's
         property and casualty brokerage division and commissions from the
         Company's life insurance brokerage division. In its capacity as a
         property and casualty wholesale broker, the Company collects premiums
         from other agents and brokers and, after deducting its commissions,
         remits the premiums to the respective insurers.

         RESTRICTED CASH

         Unremitted insurance premiums are held in a fiduciary capacity and
         approximated $23.7 million and $26.6 million at September 30, 2003 and
         June 30, 2003, respectively. The period for which the Company holds
         such funds is dependent upon the date the agent or broker remits the
         payment of the premium to the Company and the date the Company is
         required to forward such payment to the insurer.

         STOCK-BASED COMPENSATION

         The Company accounts for its stock option, restricted stock and stock
         purchase plans under the recognition and measurement principles of APB
         Opinion No. 25, "Accounting for Stock Issued to Employees."
         Accordingly, compensation expense has been recorded for restricted
         stock awards, and no expense has been recorded for the Company's other
         stock-based plans. The following table presents the effect on net
         income and earnings per share if the Company had applied the fair value
         recognition provisions of FASB Statement No. 123, "Accounting for
         Stock-Based Compensation."


                                       6
<PAGE>


<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                       September 30,
                                                  -----------------------
                                                    2003           2002
                                                  ---------    ----------
<S>                                               <C>          <C>
         Net income, as reported                  $   4,811    $   16,779
         Add: Stock-based employee compensation
            expense included in reported net
            income, net of related tax effects          165          --
         Deduct: Total stock-based employee
            compensation expense determined
            under fair value based method, net
            of related tax effects                   (4,096)       (4,762)
                                                  ---------    ----------
         Pro forma net income                     $     880    $   12,017
                                                  =========    ==========
         Earnings per share:
            Basic, as reported                    $    0.04    $     0.14
                                                  =========    ==========
            Basic, pro forma                      $    0.01    $     0.10
                                                  =========    ==========
            Diluted, as reported                  $    0.04    $     0.14
                                                  =========    ==========
            Diluted, pro forma                    $    0.01    $     0.10
                                                  =========    ==========

</TABLE>

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, revenue recognition, income taxes,
         contingencies, and restructuring, impairment and other charges.

         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.

3.       COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                     September 30,
                                                   -----------------
                                                     2003     2002
                                                   -------   -------
<S>                                                <C>       <C>
         Net income                                $ 4,811   $16,779
         Unrealized gain on investments                 12      --
         Foreign currency translation adjustment       257        69
                                                   -------   -------
           Total comprehensive income              $ 5,080   $16,848
                                                   =======   =======
</TABLE>




                                       7
<PAGE>

4.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three months ended September
         30, 2003 and 2002 are as follows (in thousands, except per share
         amounts):

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                      September 30,
                                                   -------------------
                                                     2003       2002
                                                   --------   --------
<S>                                                <C>        <C>
         Basic EPS
         Net income                                $  4,811   $ 16,779
                                                   ========   ========
         Weighted average common shares
         outstanding                                119,805    119,535
                                                   ========   ========
         Basic earnings per share                  $   0.04   $   0.14
                                                   ========   ========

         Diluted EPS
         Net income                                $  4,811   $ 16,779
                                                   ========   ========
         Weighted average common shares
         outstanding                                119,805    119,535
         Assumed conversion of common shares
         issuable under stock-based compensation
         plans                                        1,662      3,112
                                                   --------   --------
         Weighted average common and common
         equivalent shares outstanding              121,467    122,647
                                                   ========   ========
         Diluted earnings per share                $   0.04   $   0.14
                                                   ========   ========


</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.

         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
                                                           September 30,
                                                -----------------------------------
                                                      2003               2002
                                                ----------------   ----------------
<S>                                            <C>               <C>
         Number of options excluded                   6,380             5,704
         Option price per share                 $18.02 to $35.30   $25.15 to $35.30
         Average market price of common shares
         for the period                              $17.83             $24.45

</TABLE>

5.       RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES

         For the three months ended September 30, 2003, the Company recorded
         pre-tax restructuring, impairment and other charges of $12.6 million.
         The charges relate to the integration, consolidation, and
         reorganization of certain business operations, particularly in the
         Company's European Fund Services division and the Insurance and
         Education Services group, and the recording of an estimated charge for
         litigation expenses.



                                       8
<PAGE>

         A summary of these items follows (in thousands):

<TABLE>

<S>                              <C>
         Restructuring charges     $ 5,462
         Impairment charges          4,515
         Litigation charges          2,647
                                   -------
           Total pre-tax charges   $12,624
                                   =======
</TABLE>

         Restructuring charges of $5.5 million were comprised of severance
         totaling $4.2 million and lease termination costs of $1.3 million.
         Severance charges resulted from the termination of approximately 175
         employees representing all levels of staffing.

         In connection with its restructuring activities, the Company recorded
         asset impairment charges of $4.5 million. Of these charges, $3.9
         million relates to impairment of an intangible asset and other
         long-lived assets as a result of the Company's plan to restructure its
         European mutual fund services operations and to exit certain European
         locations during the calendar year 2004 following the acquisition of
         two of the Company's significant customers by acquirers with existing
         fund services capabilities. The Company also recorded an additional tax
         valuation allowance of $5.2 million for deferred tax assets associated
         with tax loss carryforwards arising from the European mutual fund
         services operations as the Company believes the deferred tax assets
         will not be realized.

         Based on recent internal Company analysis and discussions with counsel
         on the status of litigation matters, the Company recorded a charge of
         approximately $2.6 million related to breach of contract claims made by
         a former distributor of life insurance products. The amount of the
         charge includes an estimated resolution amount and actual legal fees
         incurred during the quarter. The Company, however, intends to continue
         to vigorously defend the claims asserted and has asserted a number of
         counterclaims.

         The following summarizes activity with respect to the Company's
         restructuring activities for the three months ended September 30, 2003
         (in thousands):

<TABLE>

<S>                                                         <C>
         Expense provision
            Employee severance                                $4,189
            Facility closure                                   1,273
                                                              ------
                                                               5,462
                                                              ------
         Cash payments and other                               1,554
                                                              ------
         Remaining accrual at September 30, 2003
         Employee severance                                    2,896
         Facility closure                                      1,012
                                                              ------
                                                              $3,908
                                                              ------
</TABLE>

         Additionally, an accrual of $1.3 million remains at September 30, 2003
         from prior year's restructuring charge and relates to lease costs for
         facility closures.

         In connection with the aforementioned restructuring plans, certain
         severance costs approximating $3.5 million for an estimated 165
         additional employees and contract termination costs of approximately
         $2.5 million are expected to be recognized throughout the remainder of
         fiscal 2004 in accordance with FAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities."



                                       9
<PAGE>

6.       INTANGIBLE ASSETS AND GOODWILL

         INTANGIBLE ASSETS

         At September 30, 2003, 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           $189,555      $(36,229)      $153,326
         Noncompete agreements        42,451       (12,798)        29,653
         Other                        23,070        (6,673)        16,397
                                    --------      --------       --------
           Total                    $255,076      $(55,700)      $199,376
                                    ========      ========       ========

</TABLE>

         At June 30, 2003, 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           $190,917      $(32,618)      $158,299
         Noncompete agreements        42,451       (11,629)        30,822
         Other                        23,070        (6,155)        16,915
                                    --------      --------       --------
           Total                    $256,438      $(50,402)      $206,036
                                    ========      ========       ========

</TABLE>

         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $5.8 million for the three months ended September 30, 2003 and $18.8
         million for the year ended June 30, 2003. Estimated annual amortization
         expense is $24.7 million in fiscal 2004, $24.4 million in fiscal 2005,
         $23.3 million in fiscal 2006, $22.1 million in fiscal 2007, and $21.3
         million in fiscal 2008.

         In connection with the Company's plan to restructure its European fund
         services operations and exit certain European locations during the
         calendar year 2004, an impairment loss of $0.8 million was recognized
         during the three months ended September 30, 2003 for a customer-related
         intangible. The amount of the impairment loss represented the remaining
         net book value of the intangible at September 30, 2003. See Note 5.

         GOODWILL

         The changes in the carrying amount of goodwill by business segment for
         the three months ended September 30, 2003 are as follows (in
         thousands):

<TABLE>
<CAPTION>

                                                 Investment         Insurance and      Information
                                                  Services        Education Services    Services        Total
                                                  --------        ------------------    --------      --------
<S>                                             <C>                 <C>               <C>           <C>
                 Balance, July 1, 2003            $311,366            $402,471          $ 35,390      $749,227
                 Adjustments to previous
                 acquisitions                           --               1,310                --         1,310
                                                  --------            --------          --------      --------
                 Balance, September 30, 2003      $311,366            $403,781          $ 35,390      $750,537
                                                  ========            ========          ========      ========
</TABLE>

7.       SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three months
         ended September 30, 2003 and 2002. Additionally, restructuring,
         impairment and other charges are excluded from the operating results of
         the segment and presented separately for a better understanding of the
         underlying performance of each segment.


                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                              (in thousands)
                                                             Three Months Ended
                                                                 September 30,
                                                           -------------------------
                                                             2003             2002
                                                           ---------       ---------
<S>                                                      <C>             <C>
         Operating revenue:
         Investment Services                               $ 128,171       $ 120,944
         Insurance and Education Services                     57,126          55,699
         Information Services                                 52,085          50,701
                                                           ---------       ---------
            Total operating revenue                        $ 237,382       $ 227,344
                                                           =========       =========
         Operating income (loss):
         Investment Services                               $  16,413       $  16,084
         Insurance and Education Services                      8,815          19,669
         Information Services                                 12,887          12,405
         Corporate                                            (5,180)         (5,221)
                                                           ---------       ---------
            Total operating income                         $  32,935       $  42,937
                                                           =========       =========
         Restructuring, impairment and other charges:
         Investment Services                               $   5,438       $   5,430
         Insurance and Education Services                      6,176           2,866
         Information Services                                    145           1,494
         Corporate                                               865           2,289
                                                           ---------       ---------
            Total restructuring, impairment
              and other charges                            $  12,624       $  12,079
                                                           =========       =========
</TABLE>

8.       RESTRICTED STOCK

         Pursuant to the 1999 Equity Participation Plan, the Company provides
         for awards of restricted shares of the Company's common stock to key
         management employees. Restricted shares awarded under the plan are
         subject to certain transfer and forfeiture restrictions that lapse over
         a four-year vesting period. Awards for 468,814 restricted shares were
         granted during the first quarter of fiscal 2004 at a fair value of
         $17.13 per share. Unearned compensation expense related to the issuance
         of restricted shares is reported as a reduction of stockholders' equity
         on the accompanying condensed consolidated financial statements and
         compensation expense is recorded ratably over the four-year vesting
         period, during which the shares are subject to transfer and forfeiture
         restrictions, based on the fair value on the award date. Compensation
         expense related to the issuance of restricted shares approximated $0.3
         million during the three months ended September 30, 2003.

9.       SUBSEQUENT EVENT

         On November 10, 2003, the Company acquired USA Insurance Group, Inc.
         (USAIG), a Florida-based managing general agency (MGA) serving the
         commercial property and casualty insurance marketplace. The acquisition
         of USAIG broadens the product and geographic reach of the Company's
         commercial property and casualty line of business and complements and
         significantly expands its MGA platform.

         The Company completed its acquisition of USAIG through the exchange of
         approximately 2.8 million shares of BISYS common stock held in treasury
         and $49.7 million cash for all of the equity interests of USAIG.



                                       11
<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 statements of
income for the periods indicated:

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                  September 30,
                                                               -------------------
                                                                2003         2002
                                                               ------       ------
<S>                                                            <C>          <C>
         Revenues                                              100.0%       100.0%
                                                               -----        -----
         Operating costs and expenses:
            Service and operating                               64.3         59.6
            Selling, general and administrative                 19.4         19.6
            Amortization of intangible assets                    2.4          1.9
            Restructuring, impairment and other charges          5.3          5.3
                                                                ----         ----
         Total operating costs and expenses                     91.4         86.4
                                                                ----         ----
         Operating earnings                                      8.6         13.6
         Interest income                                         0.1          0.1
         Interest expense                                       (2.0)        (1.9)
                                                                ----         ----
         Income before income taxes                              6.7         11.8
         Income taxes                                            4.7          4.4
                                                                ----         ----
         Net income                                              2.0%         7.4%
                                                                 ===          ===

</TABLE>

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2003 WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 2002.

         Revenues increased 4.4% from $227.3 million for the three months ended
         September 30, 2002 to $237.4 million for the three months ended
         September 30, 2003. This growth was derived largely from acquired
         businesses during the past twelve months. Internal revenue growth
         decreased approximately 2% for the three months ended September 30,
         2003 over the same period last year primarily due to lower internal
         growth in the Life Insurance Services division.

         Service and operating expenses increased 12.5% from $135.5 million for
         the three months ended September 30, 2002 to $152.5 million for the
         three months ended September 30, 2003 and increased as a percentage of
         revenues from 59.6% to 64.3%. The dollar and percentage increase
         resulted from additional costs associated with greater revenues, a
         higher cost base in certain areas of the Life Insurance Services
         division and changes in the mix of the Company's business.

         Selling, general and administrative expenses increased 3.5% from $44.6
         million during the three months ended September 30, 2002 to $46.1
         million for the three months ended September 30, 2003 and decreased as
         a percentage of revenues from 19.6% to 19.4%. The dollar increase
         resulted from additional costs associated with greater revenues. The
         decrease as a percentage of revenues resulted from further utilization
         of existing general and administrative support resources.

         Amortization of intangible assets increased $1.5 million for the three
         months ended September 30, 2003 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses and customer contracts.

         Interest expense increased $0.3 million for the three months ended
         September 30, 2003 over the same period last year primarily due to the
         interest costs associated with higher average borrowings under the
         Company's revolving credit facility.

         The income tax provision of $11.2 million for the three months ended
         September 30, 2003 increased from $10.1 million for the three months
         ended September 30, 2002, despite lower taxable income, due to
         recognition of an additional tax valuation allowance of $5.2 million
         for deferred tax assets associated with tax loss carryforwards from the
         European mutual fund services operations that are not expected to be
         realized. The provision represents an effective tax rate, excluding the
         impact of restructuring, impairment and other charges,


                                       12
<PAGE>

         of 37.25% and 37.5% for the periods ended September 30, 2003 and 2002,
         respectively. The decrease in the effective tax rate is primarily due
         to the mix of business in foreign tax jurisdictions.

         Operating earnings, before amortization of intangibles and
         restructuring, impairment and other charges, resulted in margins of
         16.3% and 20.8% for the three months ended September 30, 2003 and 2002,
         respectively. The margin decrease was primarily due to a significant
         margin decline in the Insurance and Education Services segment as a
         result of a decline in internal revenue and a higher cost base in
         certain areas of the Life Insurance Services division.

         The Company recorded pre-tax restructuring, impairment and other
         charges of $12.6 million and $12.1 million during the three months
         ended September 30, 2003 and 2002, respectively. The fiscal 2004
         restructuring charges relate to the integration, consolidation and
         reorganization of certain business operations, particularly in the
         Company's European Fund Services division and the Insurance and
         Education Services group.

         A summary of these items follows (in thousands):

<TABLE>

<S>                                     <C>
        Restructuring charges             $   5,462
        Impairment charges                    4,515
        Litigation charges                    2,647
                                          ---------
          Total pre-tax charges           $  12,624
                                          =========
</TABLE>

         Restructuring charges of $5.5 million were comprised of severance
         totaling $4.2 million and lease termination costs of $1.3 million.
         Severance charges resulted from the termination of approximately 175
         employees representing all levels of staffing.

         In connection with its restructuring activities, the Company recorded
         asset impairment charges of $4.5 million. Of these charges, $3.9
         million relates to impairment of an intangible asset and other
         long-lived assets as a result of the Company's plan to restructure its
         European mutual fund services operations and to exit certain European
         locations during the calendar year 2004 following the acquisition of
         two of the Company's significant customers by acquirers with existing
         fund services capabilities. The Company also recorded an additional tax
         valuation allowance of $5.2 million for deferred tax assets associated
         with tax loss carryforwards arising from the European mutual fund
         services operations as the Company believes the deferred tax assets
         will not be realized.

         Based on recent internal Company analysis and discussions with counsel
         on the status of litigation matters, the Company recorded a charge of
         approximately $2.6 million related to breach of contract claims made by
         a former distributor of life insurance products. The amount of the
         charge includes an estimated resolution amount and actual legal fees
         incurred during the quarter. The Company, however, intends to continue
         to vigorously defend the claims asserted and has asserted a number of
         counterclaims.

         The following summarizes activity with respect to the Company's
         restructuring activities for the three months ended September 30, 2003
         (in thousands):

<TABLE>

<S>                                                 <C>
         Expense provision
            Employee severance                        $4,189
            Facility closure                           1,273
                                                      ------
                                                       5,462
                                                      ------
         Cash payments and other                       1,554
                                                      ------
         Remaining accrual at September 30, 2003
         Employee severance                            2,896
         Facility closure                              1,012
                                                      ------
                                                      $3,908
                                                      ------
</TABLE>

         Additionally, an accrual of $1.3 million remains at September 30, 2003
         from prior year's restructuring charge and relates to lease costs for
         facility closures.

         In connection with the aforementioned restructuring plans, certain
         severance costs approximating $3.5 million for an estimated 165
         additional employees and contract termination costs of approximately
         $2.5 million are


                                       13
<PAGE>

         expected to be recognized throughout the remainder of fiscal 2004 and
         the first quarter of fiscal 2005 in accordance with FAS No. 146,
         "Accounting for Costs Associated with Exit or Disposal Activities."

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2003, the Company had cash and cash equivalents of
         $76.5 million and working capital of $20.9 million. At September 30,
         2003, the Company had outstanding borrowings of $163.0 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 2.0% on all outstanding borrowings under the
         facility at September 30, 2003. 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, and the Company
         expects to renew the facility prior to its expiration.

         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 September 30, 2003, the Company had $3.1 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 0.37 at September 30, 2003, and the
         Company's maximum debt ratio may not exceed .50 under the terms of the
         revolving credit facility, as amended. At September 30, 2003, the
         Company is in compliance with all financial covenants required by the
         debt facility.

         Accounts receivable represented 45 and 44 days sales outstanding (DSO)
         at September 30, 2003 and June 30, 2003, respectively, based on
         quarterly revenues. The calculation of DSO for accounts receivable
         excludes insurance premiums and commissions receivable arising from the
         Company's insurance-related businesses. DSO is less relevant for this
         type of receivable because it includes premiums that are ultimately
         remitted to the insurer and not recognized as revenue. Additionally,
         certain life insurance commissions due from the insurance carriers have
         customary collection terms of up to twelve months.

         For the three months ended September 30, 2003, operating activities
         provided cash of $26.4 million. Investing activities used cash of $9.7
         million, primarily for capital expenditures of $9.5 million. Financing
         activities used cash of $19.8 million, primarily comprised of
         repurchases of Company stock of $13.8 million, net repayments of
         short-term borrowings of $9.0 million, offset by exercises of stock
         options of $3.0 million.

         The Board of Directors has authorized a stock buy-back program of up to
         $100 million effective September 2002. Through September 30, 2003, the
         Company has purchased 1.6 million shares for $25.2 million under the
         stock buy-back program, leaving $74.8 million available for future
         purchases. 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 months
         ended September 30, 2003 and 2002. Restructuring, impairment and other
         charges are excluded from the operating results of the segment for a
         better understanding of the underlying performance of each segment.


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                      (in thousands)
                                                     Three Months Ended
                                                         September 30,
                                                  -------------------------
                                                    2003             2002
                                                  ---------       ---------
<S>                                               <C>             <C>
         Operating revenue:
            Investment Services                   $ 128,171       $ 120,944
            Insurance and Education Services         57,126          55,699
            Information Services                     52,085          50,701
                                                  ---------       ---------
              Total operating revenue             $ 237,382       $ 227,344
                                                  =========       =========
         Operating income (loss):
            Investment Services                   $  16,413       $  16,084
            Insurance and Education Services          8,815          19,669
            Information Services                     12,887          12,405
            Corporate                                (5,180)         (5,221)
                                                  ---------       ---------
              Total operating income              $  32,935       $  42,937
                                                  =========       =========

</TABLE>

         Internal revenue growth (excluding acquisitions) for Investment
         Services, Insurance and Education Services, and Information Services
         approximated 6%, (22)%, and 3%, respectively, during the three months
         ended September 30, 2003 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 expects to achieve an
         overall annual internal growth rate of 3% to 5% in fiscal 2004.

         Revenue in the Investment Services business segment increased $7.2
         million, or 6%, during the three months ended September 30, 2003, over
         the same period last year. The revenue increase was primarily due to
         the acquisition of several new clients and increased assets under
         administration. Operating income in the Investment Services business
         segment increased $0.3 million, or 2%, during the fiscal first quarter.
         Operating margins were 12.8% and 13.3% for the three months ended
         September 30, 2003 and 2002, respectively. The margin decreased due
         primarily to lower margins in the 401(k) administration business which
         resulted, in part, from a delay in 401(k) conversions.

         Revenue in the Insurance and Education Services business segment
         increased $1.4 million, or 2.6%, during the three months ended
         September 30, 2003, over the same period last year. The revenue
         increase was primarily due to acquisitions offset by a decline in
         internal revenue of 22%. The decrease in internal revenue was primarily
         due to an industry-wide decline in life insurance applications, a
         decline in revenue from fixed annuity products, a decline in revenue
         from term life products, and lower productivity due to distractions
         associated with organization restructuring activities. Operating income
         in the Insurance and Education Services business segment decreased
         $10.9 million, or 55.2%, during the fiscal first quarter. Operating
         margins were 15.4% and 35.3% for the three months ended September 30,
         2003 and 2002, respectively. Margins decreased in the fiscal first
         quarter primarily due to a decline in internal revenue and a higher
         cost base in certain areas of the life insurance division.

         Revenue in the Information Services business segment increased $1.4
         million, or 2.7%, during the three months ended September 30, 2003,
         over the same period last year. The revenue increase was due to
         existing client growth, cross sales of ancillary products and services
         to existing clients, and sales to new clients. Operating income in the
         Information Services business segment increased $0.5 million, or 3.9%,
         during the fiscal first quarter. Operating margins were 24.7% and 24.5%
         for the three months ended September 30, 2003 and 2002, 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


                                       15
<PAGE>

         statements that constitute forward-looking statements may be made by or
         on behalf of management. These 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 breach 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.



                                       16
<PAGE>


         ITEM 4.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our 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 our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.

We carried out an evaluation as of September 30, 2003, 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 substantial changes in the
Company's internal control over financial reporting during the fiscal quarter
ended September 30, 2003 that has materially affected, or is reasonably likely
to affect, our internal control over financial reporting.



                                       17
<PAGE>


                                     PART II

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  Exhibit 10.1 - Transition Services Agreement, dated as of
                                 October 6, 2003, by and between The BISYS
                                 Group, Inc. and Dennis R. Sheehan

                  Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief
                                 Executive Officer

                  Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief
                                 Financial Officer

                  Exhibit 32 - Section 1350 Certifications

          (b)     REPORTS ON FORM 8-K

                  No Current Reports on Form 8-K were filed with the Securities
                  and Exchange Commission during the fiscal quarter ended
                  September 30, 2003.

                  A Current Report on Form 8-K, dated September 24, 2003, was
                  furnished to the Securities and Exchange Commission to report
                  on the announcement of updated earnings guidance for the
                  fiscal quarter ending September 30, 2003 and the fiscal year
                  ending June 30, 2004, and to report on the announcement of a
                  new Chief Financial Officer (Item 9).

                  A Current Report on Form 8-K, dated October 21, 2003, was
                  furnished to the Securities and Exchange Commission to report
                  on the announcement of the Company's financial results for the
                  fiscal quarter ended September 30, 2003 (Item 12).



                                       18
<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: November 12, 2003                       By:   /s/ James L. Fox
      ----------------                           -------------------------------
                                                    James L. Fox
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (Duly Authorized Officer)


                                       19
<PAGE>


                              THE BISYS GROUP, INC.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

      Exhibit No.                                                                                        Page
      -----------                                                                                        ----
<S>                                                                                                    <C>
         (10.1)   Transition Services Agreement, dated as of October 6, 2003, by and between The
                  BISYS Group, Inc. and Dennis R. Sheehan.................................................21

         (31.1)   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.......................22

         (31.2)   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.......................23

         (32)     Section 1350 Certifications.............................................................24

</TABLE>




                                       20