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

                       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 MARCH 31, 2001

                                       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)

<TABLE>
<CAPTION>
                             DELAWARE                                                 13-3532663
<S>                                                                     <C>
(State or other jurisdiction of incorporation or organization)          (I.R.S. Employer Identification No.)
</TABLE>

                    150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY
                                      07424

                    (Address of principal executive offices)
                                   (Zip Code)

                                  973-812-8600

              (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:

                 Class                      Shares Outstanding at April 30, 2001
--------------------------------------      -----------------------------------
Common Stock, par value $.02 per share                  58,084,850

                        This document contains 15 pages.
                                              ----

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

<PAGE>   2

                              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 March 31, 2001
                      and June 30, 2000                                                                            3

                  Condensed Consolidated Statement of Operations for the three and nine months
                      ended March 31, 2001 and 2000                                                                4

                  Condensed Consolidated Statement of Cash Flows for the three and nine months
                      ended March 31, 2001 and 2000                                                                5

                  Notes to Condensed Consolidated Financial Statements                                             6


         Item 2.  Management's Discussion and Analysis of Results of Operations and                                9
                  Financial Condition



PART II. OTHER INFORMATION

         Item 2.  Changes in Securities and Use of Proceeds                                                       14

         Item 6.  Exhibits and Reports on Form 8-K                                                                14

SIGNATURES                                                                                                        15
</TABLE>



<PAGE>   3


                                     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>
                                                                                March 31,     June 30,
                                                                                  2001         2000
                                                                                ---------    ---------
<S>                                                                             <C>          <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                     $ 256,517    $  70,177
  Accounts receivable, net                                                        134,761      108,579
  Deferred tax asset                                                                9,868        8,808
  Other current assets                                                             22,876       16,734
                                                                                ---------    ---------
     Total current assets                                                         424,022      204,298
  Property and equipment, net                                                      67,633       61,211
  Intangible assets, net                                                          365,121      188,349
  Other assets                                                                     47,252      147,193
                                                                                ---------    ---------
     Total assets                                                               $ 904,028    $ 601,051
                                                                                =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Short-term borrowings                                                         $    --      $ 115,000
  Accounts payable                                                                 13,420       15,110
  Other current liabilities                                                       104,120       89,590
                                                                                ---------    ---------
     Total current liabilities                                                    117,540      219,700
  Long-term debt                                                                  300,000         --
  Deferred tax liability                                                           15,755       13,452
  Other liabilities                                                                 8,496        6,258
                                                                                ---------    ---------
     Total liabilities                                                            441,791      239,410
                                                                                ---------    ---------

Stockholders' equity:
  Common stock, $.02 par value, 160,000,000 and 80,000,000 shares authorized,
  57,547,148 and 27,091,270 shares issued and outstanding, respectively             1,151          556
  Additional paid-in capital                                                      273,199      220,558
  Retained earnings                                                               198,663      151,874
  Less notes receivable from stockholders                                         (10,776)     (11,347)
                                                                                ---------    ---------
     Total stockholders' equity                                                   462,237      361,641
                                                                                ---------    ---------
     Total liabilities and stockholders' equity                                 $ 904,028    $ 601,051
                                                                                =========    =========
</TABLE>


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

                                       3
<PAGE>   4


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

<TABLE>
<CAPTION>
                                          Three Months Ended       Nine Months Ended
                                              March 31,               March 31,
                                         2001         2000        2001         2000
                                      ---------    ---------   ---------    ---------

<S>                                   <C>          <C>         <C>          <C>
Revenues                              $ 177,359    $ 145,657   $ 507,103    $ 416,014
                                      ---------    ---------   ---------    ---------
Operating costs and expenses:
  Service and operating                  98,276       80,313     292,574      241,432
  General and administrative             21,576       19,147      65,509       57,901
  Selling and conversion                  7,851        7,145      23,212       20,403
  Research and development                2,650        3,318       8,823        9,187
  Amortization of intangible assets       5,120        2,886      14,639        8,520
  Merger expenses and other charges        --           --         4,245         --
                                      ---------    ---------   ---------    ---------
Operating earnings                       41,886       32,848      98,101       78,571
Interest income (expense), net           (1,133)         185      (4,763)        (562)
                                      ---------    ---------   ---------    ---------
Income before income taxes               40,753       33,033      93,338       78,009
Income taxes                             16,098       13,046      36,869       30,813
                                      ---------    ---------   ---------    ---------
Net income                            $  24,655    $  19,987   $  56,469    $  47,196
                                      =========    =========   =========    =========

Basic earnings per share              $    0.43    $    0.36   $    0.99    $    0.86
                                      =========    =========   =========    =========

Diluted earnings per share            $    0.41    $    0.35   $    0.94    $    0.83
                                      =========    =========   =========    =========
</TABLE>


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

                                       4
<PAGE>   5


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

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                            March 31,
                                                                                    ----------------------
                                                                                      2001         2000
                                                                                    ---------    ---------

<S>                                                                                 <C>          <C>
Cash flows from operating activities:
Net income                                                                          $  56,469    $  47,196
Adjustments to reconcile net income to net cash provided by operating activities:
  Restructuring charge                                                                  4,245         --
  Depreciation and amortization                                                        30,925       22,702
  Deferred income tax provision                                                         9,021        3,341
  Change in operating assets and liabilities, net of effects from acquisitions        (22,354)      (9,108)
                                                                                    ---------    ---------
Net cash provided by operating activities                                              78,306       64,131
                                                                                    ---------    ---------

Cash flows from investing activities:

  Acquisitions of businesses, net of cash acquired                                    (64,738)        --
  Proceeds from dispositions, net of expenses paid                                     (1,682)       5,442
  Capital expenditures, net                                                           (21,212)     (20,466)
  Change in other investments                                                          (3,684)       2,768
  Purchase of intangible assets                                                        (2,027)      (5,242)
  Other                                                                                  --          2,927
                                                                                    ---------    ---------
Net cash used in investing activities                                                 (93,343)     (14,571)
                                                                                    ---------    ---------

Cash flows from financing activities:
  Proceeds from short-term borrowings                                                  52,800       71,400
  Repayment of short-term borrowings                                                 (167,800)    (114,400)
  Proceeds from convertible debt offering, net of expenses                            292,050         --
  Issuance of common stock                                                              3,065        2,235
  Proceeds from exercise of stock options, net of taxes paid                           20,970       12,434
  Repurchases of common stock                                                            --        (18,151)
  Other                                                                                   292         --
                                                                                    ---------    ---------
Net cash provided by (used in) financing activities                                   201,377      (46,482)
                                                                                    ---------    ---------

Net increase in cash and cash equivalents                                             186,340        3,078

Cash and cash equivalents at beginning of period                                       70,177       49,589
                                                                                    ---------    ---------

Cash and cash equivalents at end of period                                          $ 256,517    $  52,667
                                                                                    =========    =========
</TABLE>



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

                                       5
<PAGE>   6


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

                                   (UNAUDITED)

1.       THE COMPANY

         The BISYS(R) Group, Inc. and subsidiaries (the "Company") is a leading
         national provider of outsourcing solutions to and through financial
         organizations.

         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 2000 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 present fairly this information.

         Certain reclassifications have been made to the 2000 condensed
         consolidated financial statements to conform to the 2001 presentation.

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,
         intangible assets, merger expenses and other charges, income taxes and
         contingencies. Actual results could differ from these estimates in the
         near term.

3.       STOCK SPLIT

         On September 21, 2000, 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 on October 6, 2000. Accordingly, all historical
         weighted average share and per share amounts have been restated to
         reflect the stock split.

4.       SHORT-TERM BORROWINGS

         In September 2000, the Company amended its senior unsecured revolving
         credit facility to increase the facility from $200 million to $300
         million. All other significant terms under the credit facility remain
         substantially unchanged. At March 31, 2001, the Company had no
         outstanding borrowings under the facility, which bears interest at
         LIBOR plus a margin of 0.55%.

5.       LONG-TERM DEBT

         In March 2001, the Company issued $300 million of convertible
         subordinated Notes (the "Notes") due March 2006. The Notes bear
         interest at 4% and require semiannual interest payments. The Notes are
         convertible at any time at the option of the holder into shares of the
         Company's common stock at a conversion price of $66.79 per share,
         subject to adjustment under certain conditions. At the Company's
         option, subject to the terms of its existing revolving credit facility
         agreement, the Notes are redeemable on or after March 2004 at a premium
         price of 101% declining to par in March 2005 and thereafter.

                                       6
<PAGE>   7

6.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three and nine months ended
         March 31, 2001 and 2000 are as follows (in thousands, except per share
         amounts):

<TABLE>
<CAPTION>
                                                    Three Months Ended            Nine Months Ended
                                                          March 31,                   March 31,
                                                  ----------------------        ----------------------
                                                    2001           2000           2001           2000
                                                  -------        -------        -------        -------
<S>                                               <C>            <C>            <C>            <C>
Basic EPS
---------
Net income                                        $24,655        $19,987        $56,469        $47,196
                                                  =======        =======        =======        =======

Weighted average common shares outstanding         57,368         55,282         56,966         54,712
                                                  =======        =======        =======        =======

Basic earnings per share                          $  0.43        $  0.36        $  0.99        $  0.86
                                                  =======        =======        =======        =======

Diluted EPS
-----------
Net income                                        $24,655        $19,987        $56,469        $47,196
                                                  =======        =======        =======        =======

Weighted average common shares outstanding         57,368         55,282         56,966         54,712

Assumed conversion of common shares
issuable under stock option plans                   2,955          2,060          2,810          2,056
                                                  -------        -------        -------        -------

Weighted average common and common
equivalent shares outstanding                      60,323         57,342         59,776         56,768
                                                  =======        =======        =======        =======

Diluted earnings per share                        $  0.41        $  0.35        $  0.94        $  0.83
                                                  =======        =======        =======        =======
</TABLE>


         The effect of the assumed conversion of the 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 price was 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                    Nine Months Ended
                                                    March 31,                             March 31,
                                      -----------------------------------------------------------------------------
                                             2001               2000               2001                2000
                                             ----               ----               ----                ----

<S>                                          <C>                 <C>                <C>                <C>
         Number of options excluded          137                 32                 179                976

         Option price per share        $51.06 to $56.06        $34.31        $43.00 to $56.06    $27.25 to $34.31

         Average market price of
         common shares for the period       $49.96             $29.84             $42.85              $27.24
</TABLE>

7.       BUSINESS COMBINATIONS

         On July 1, 2000, the Company completed its acquisition of Pictorial,
         Inc. (Pictorial) in a cash for stock transaction valued at
         approximately $129 million. Pictorial, headquartered in Indianapolis,
         is a provider of pre-licensing and continuing education training
         services and licensing solutions for insurance carriers, agencies, and
         agents.

                                       7
<PAGE>   8

         On July 31, 2000, the Company completed its acquisition of Ascensus
         Insurance Services, Inc. ("Ascensus") by the exchange of cash
         consideration and stock options totaling approximately $43 million for
         all the outstanding shares and stock options of Ascensus. Ascensus,
         headquartered in Salt Lake City, is a leading distributor of life
         insurance products.

         Both transactions have been accounted for by the purchase method of
         accounting and, accordingly, the operations of the acquired companies
         are included in the accompanying consolidated financial statements
         since the dates of acquisition.

         The cash and stock portions of the purchase price, including fees and
         expenses, were as follows (in thousands):

<TABLE>
<CAPTION>
                                                           Pictorial           Ascensus            Total
                                                         ---------------    ---------------    --------------
<S>                                                      <C>                <C>                <C>
         Estimated fair value of assets acquired         $     140,749      $       49,377     $    190,126
         Liabilities assumed                                   (11,648)            (11,500)         (23,148)
         Common stock options issued                                -               (4,684)          (4,684)
                                                         ---------------    ---------------    --------------
         Net cash paid                                   $     129,101      $       33,193     $    162,294
                                                         ===============    ===============    ==============
</TABLE>

         Of the total excess purchase price for both transactions, $110.6
         million was allocated to goodwill and is being amortized on a straight
         line basis over periods ranging from 25 to 40 years, and $56.2 million
         was allocated to other identifiable intangible assets based on
         estimates of fair values and is being amortized on a straight line
         basis over periods ranging from 5 to 23 years.

         The following unaudited pro forma consolidated results of operations
         have been prepared as if the acquisitions of Pictorial and Ascensus had
         occurred at the beginning of fiscal 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                   Three months ended                     Nine Months ended
                                                        March 31,                             March 31,
                                            ----------------------------------    ----------------------------------
                                                 2001               2000               2001               2000
                                                 ----               ----               ----               ----
<S>                                           <C>               <C>                 <C>               <C>
         Revenues                             $  177,359        $   158,734         $  508,955        $   450,303
         Net income                               24,655             18,715             56,531             42,694
         Diluted earnings per share           $     0.41        $      0.33         $     0.95        $      0.75
</TABLE>

         On February 28, 2001, the Company completed its acquisition of The
         Advanced Markets, LLC and related companies ("TAM") in a cash for
         equity transaction that was accounted for by the purchase method of
         accounting. TAM, headquartered in Memphis, Tennessee, is a wholesale
         distributor of life insurance products and services for high-end
         clients of brokerage firms, financial institutions, and independent
         agents. Pro forma information has not been presented due to a lack of
         materiality.

8.       MERGER EXPENSES AND OTHER CHARGES

         As a result of the acquisitions of Pictorial and Ascensus in the fiscal
         first quarter, the Company recorded a pre-tax restructuring charge of
         $4.2 million. The charge relates to restructuring activities in the
         existing businesses within the Insurance and Education Services segment
         and includes a provision of $2.1 million for severance-related costs
         for approximately 150 employees, $1.0 million for facility closure and
         related costs, and $1.1 million for impairments relating to the
         abandonment of certain software and product development efforts.

         For the nine months ended March 31, 2001, $3.9 million has been paid or
         charged against the restructuring accrual. At March 31, 2001, the
         remaining accrual is $0.3 million, and it is anticipated that all
         restructuring activities will be completed and amounts expended by the
         end of the current fiscal year.

9.       SUBSEQUENT EVENT

         On April 11, 2001, the Company completed the acquisition of Boston
         Institutional Group and related companies ("BIG") in a stock for stock
         transaction valued at approximately $34 million. BIG, headquartered in
         Boston, is a provider of outsourcing services for mutual fund
         complexes. The transaction will be accounted for by the purchase method
         of accounting.

                                       8
<PAGE>   9


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

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                    Nine Months Ended
                                                                  March 31,                             March 31,
                                                       ---------------------------------     ---------------------------------
                                                            2001              2000               2001               2000
                                                            ----              ----               ----               ----
Revenues                                                   100.0%             100.0%             100.0%            100.0%
                                                       ---------------    --------------     --------------    ---------------
<S>                                                         <C>                <C>                <C>               <C>
Operating costs and expenses:
  Service and operating                                     55.4               55.1               57.7              58.0
  General and administrative                                12.2               13.1               12.9              13.9
  Selling and conversion                                     4.4                4.9                4.6               4.9
  Research and development                                   1.5                2.3                1.8               2.2
  Amortization of intangible assets                          2.9                2.0                2.9               2.1
  Merger expenses and other charges                          -                  -                  0.8               -
                                                       ---------------    --------------     --------------    ---------------
Operating earnings                                          23.6               22.6               19.3              18.9
Interest income (expense), net                              (0.6)               0.1               (0.9)             (0.1)
                                                       ---------------    --------------     --------------    ---------------
Income before income taxes                                  23.0               22.7               18.4              18.8
Income taxes                                                 9.1                9.0                7.3               7.4
                                                       ---------------    --------------     --------------    ---------------
Net income                                                  13.9%              13.7%              11.1%             11.4%
                                                       ===============    ==============     ==============    ===============
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 WITH THE THREE MONTHS ENDED
MARCH 31, 2000.

         Revenues increased 21.8% from $145.7 million for the three months ended
         March 31, 2000 to $177.4 million for the three months ended March 31,
         2001. 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 and
         divestitures. Internal revenue growth approximated 17% for the three
         months ended March 31, 2001.

         Service and operating expenses increased 22.4% from $80.3 million for
         the three months ended March 31, 2000 to $98.3 million for the three
         months ended March 31, 2001 and increased as a percentage of revenues
         from 55.1% to 55.4%. The dollar increase resulted from additional costs
         associated with greater revenues.

         General and administrative expenses increased 12.7% from $19.1 million
         during the three months ended March 31, 2000 to $21.6 million for the
         three months ended March 31, 2001 and decreased as a percentage of
         revenues from 13.1% to 12.2%. The decrease as a percentage of revenues
         resulted from further utilization of existing general and
         administrative support resources.

         Selling and conversion expenses increased 9.9% from $7.1 million for
         the three months ended March 31, 2000 to $7.9 million for the three
         months ended March 31, 2001 and decreased as a percentage of revenues
         from 4.9% to 4.4%. The decrease as a percentage of revenues resulted
         from improved utilization of selling and conversion resources and
         recent acquisitions having lower selling and conversion components.

         Research and development expenses decreased 20.1% from $3.3 million for
         the three months ended March 31, 2000 to $2.7 million for the three
         months ended March 31, 2001 and decreased as a percentage of revenues
         from 2.3% to 1.5%. The decrease as a percentage of revenues resulted
         from acquiring and merging with businesses that do not require
         substantial research and development.

         Amortization of intangible assets increased $2.2 million for the three
         months ended March 31, 2001 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

                                       9
<PAGE>   10

         The income tax provision of $16.1 million for the three months ended
         March 31, 2001 increased from $13.0 million for the three months ended
         March 31, 2000 due to higher taxable income. The provision represents
         an effective tax rate of 39.5% for both periods ended March 31, 2001
         and 2000.

         Operating results, before amortization of intangibles, resulted in
         margins of 26.5% and 24.5% for the three months ended March 31, 2001
         and 2000, respectively. The increase was primarily due to strong
         internal growth, efficient integration of acquired businesses, and
         faster growth from the higher-margin Insurance and Education Services
         Group.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2001 WITH THE NINE MONTHS ENDED
MARCH 31, 2000.

         Revenues increased 21.9% from $416.0 million for the nine months ended
         March 31, 2000 to $507.1 million for the nine months ended March 31,
         2001. 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 and
         divestitures.

         Service and operating expenses increased 21.2% from $241.4 million for
         the nine months ended March 31, 2000 to $292.6 million for the nine
         months ended March 31, 2001 and decreased as a percentage of revenues
         from 58.0% to 57.7%. The dollar increase resulted from additional costs
         associated with greater revenues.

         General and administrative expenses increased 13.1% from $57.9 million
         during the nine months ended March 31, 2000 to $65.5 million for the
         nine months ended March 31, 2001 and decreased as a percentage of
         revenues from 13.9% to 12.9%. The decrease as a percentage of revenues
         resulted from further utilization of existing general and
         administrative support resources.

         Selling and conversion expenses increased 13.8% from $20.4 million for
         the nine months ended March 31, 2000 to $23.2 million for the nine
         months ended March 31, 2001 and decreased as a percentage of revenues
         from 4.9% to 4.6%. The decrease as a percentage of revenues resulted
         from improved utilization of selling and conversion resources and
         recent acquisitions having lower selling and conversion components.

         Research and development expenses decreased 4.0% from $9.2 million for
         the nine months ended March 31, 2000 to $8.8 million for the nine
         months ended March 31, 2001 and decreased as a percentage of revenues
         from 2.2% to 1.8%. The decrease as a percentage of revenues resulted
         from acquiring and merging with businesses that do not require
         substantial research and development.

         Amortization of intangible assets increased $6.1 million for the nine
         months ended March 31, 2001 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $36.9 million for the nine months ended
         March 31, 2001 increased from $30.8 million for the nine months ended
         March 31, 2000 due to higher taxable income. The provision represents
         an effective tax rate of 39.5% for both periods ended March 31, 2001
         and 2000.

         Operating results, before amortization of intangibles and merger
         expenses and other charges, resulted in margins of 23.1% and 20.9% for
         the nine months ended March 31, 2001 and 2000, respectively. The
         increase was primarily due to strong internal growth, efficient
         integration of acquired businesses, and faster growth from the
         higher-margin Insurance and Education Services Group.

         As a result of the acquisitions of Pictorial and Ascensus in the fiscal
         first quarter, the Company recorded a pre-tax restructuring charge of
         $4.2 million. The charge relates to restructuring activities in the
         existing businesses within the Insurance and Education Services segment
         and includes a provision of $2.1 million for severance-related costs
         for approximately 150 employees, $1.0 million for facility closure and
         related costs, and $1.1 million for impairments relating to the
         abandonment of certain software and product development efforts.

         At March 31, 2001, the remaining accrual is $0.3 million and it is
         anticipated that all restructuring activities will be completed and
         amounts expended by the end of the current fiscal year.

                                       10
<PAGE>   11

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2001, the Company had cash and cash equivalents of $256.5
         million and working capital of $306.5 million. At March 31, 2001, the
         Company had no outstanding borrowings against its revolving credit
         facility and had $0.5 million outstanding in letters of credit.

         In March 2001, the Company issued $300 million of convertible
         subordinated Notes due March 2006. The Notes bear interest at 4% and
         require semiannual interest payments in the months of March and
         September. The Notes are convertible at any time at the option of the
         holder into shares of the Company's common stock at a conversion price
         of $66.79 per share, subject to adjustment under certain conditions. At
         the Company's option, subject to the terms of its existing revolving
         credit facility agreement, the Notes are redeemable on or after March
         2004 at a premium price of 101% declining to par in March 2005 and
         thereafter.

         Accounts receivable represented 68 days sales outstanding at March 31,
         2001, based on revenues for the quarter ended March 31, 2001. Other
         current assets included in the accompanying balance sheet consist
         primarily of prepaid expenses and inventory. At June 30, 2000, other
         assets included a $115 million deposit toward the purchase of Pictorial
         that closed on July 1, 2000.

         For the nine months ended March 31, 2001, operating activities provided
         cash of $78.3 million. Investing activities used cash of $93.3 million,
         primarily for the acquisition of businesses of $64.7 million, and
         capital expenditures of $21.2 million. Financing activities provided
         cash of $201.4 million, primarily from the net proceeds from the
         convertible debt offering of $292.0 million, the net proceeds from the
         exercise of stock options of $21.0 million, and $3.1 million from the
         issuance of common stock, offset by a net repayment of $115.0 million
         of short-term borrowings.

         In January 1999, the Company's Board of Directors authorized a stock
         buy-back program of up to $100 million of its outstanding common stock.
         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.

         Since January 1999, the Company has purchased 746,500 shares
         (unadjusted for two-for-one stock split) of its common stock under the
         stock buy-back program for approximately $39.1 million in order to
         effect certain acquisitions and for the issuance of stock in connection
         with the exercise of stock options.

SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and nine
         months ended March 31, 2001 and 2000. Merger expenses and other charges
         are excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.

                                       11
<PAGE>   12

<TABLE>
<CAPTION>
                                                                            (in thousands)
                                                       Three Months Ended                    Nine months Ended
                                                           March 31,                             March 31,
                                                ---------------------------------     ---------------------------------
                                                     2001              2000               2001               2000
                                                     ----              ----               ----               ----
<S>                                             <C>                <C>                 <C>                <C>
        Operating revenue:
           Information Services                 $     46,088       $     46,332        $   130,027        $   130,492
           Investment Services                        89,027             76,142            259,643            221,723
           Insurance and Education Services           42,244             23,183            117,433             63,799
                                                ---------------    --------------     --------------     --------------
             Total operating revenue            $    177,359        $   145,657        $   507,103        $   416,014
                                                ===============    ==============     ==============     ==============

        Operating income:
           Information Services                 $     12,215       $     12,610        $    31,601        $    30,065
           Investment Services                        16,412             14,846             41,244             37,070
           Insurance and Education Services           17,435              8,742             42,005             21,063
           Corporate                                  (4,176)            (3,350)           (12,504)            (9,627)
                                                ---------------    --------------     --------------     --------------
             Total operating income             $     41,886        $    32,848        $   102,346        $    78,571
                                                ===============    ==============     ==============     ==============
</TABLE>

         Revenue in the Information Services business segment decreased $0.2
         million, or 0.5%, during the three months ended March 31, 2001,
         compared to the same period last year. The decrease was primarily due
         to the sale of two business units, Research Services and Networking
         Services, in the fiscal 2000 fourth quarter and lower revenues in the
         check imaging software business. Operating income in the Information
         Services business segment decreased $0.4 million, or 3.1%, during the
         fiscal third quarter, resulting in operating margins of 26.5% and 27.2%
         for the three months ended March 31, 2001 and 2000, respectively. The
         margin decrease in the fiscal third quarter was primarily due to
         under-performance by the check imaging software business.

         Revenue in the Investment Services business segment increased $12.9
         million, or 16.9%, during the three months ended March 31, 2001,
         compared to the same period last year. The revenue increase was due to
         strong internal growth, including the acquisition of several new
         clients in the 401(k) plan recordkeeping business. Operating income in
         the Investment Services business segment increased $1.6 million, or
         10.6%, during the fiscal third quarter, resulting in operating margins
         of 18.4% and 19.5% for the three months ended March 31, 2001 and 2000,
         respectively. The margin decline primarily resulted from continued
         investments in the international mutual fund business, including
         support for the upgrade of the recently acquired Luxembourg operating
         platform.

         Revenue in the Insurance and Education Services business segment
         increased $19.1 million, or 82.2%, during the three months ended March
         31, 2001, compared to the same period last year. The revenue increase
         was due to strong internal growth and the acquisitions of Pictorial and
         Ascensus. Operating income in the Insurance and Education Services
         business segment increased $8.7 million, or 99.4%, during the fiscal
         third quarter, resulting in operating margins of 41.3% and 37.7% for
         the three months ended March 31, 2001 and 2000, respectively. Margins
         increased in the fiscal third quarter due to strong revenue growth and
         realized savings from restructuring activities.

         Corporate operations represent charges for the Company's human
         resources, legal, accounting and finance functions, and various other
         unallocated overhead charges. Increased expenses of $0.8 million in the
         three months ended March 31, 2001 were in line with the Company's
         overall growth.

FINANCIAL SERVICES MODERNIZATION ACT OF 1999

         The Financial Services Modernization Act of 1999 (the "Act") repeals
         key provisions of the Glass-Steagall Act and lifts many restrictions
         limiting banks from the underwriting and distribution of securities. As
         a result of these regulatory changes, the Company expects that some of
         its bank customers with proprietary mutual funds may, over time,
         internalize certain distribution functions currently provided by the
         Company. At the same time, the Company believes this change may result
         in additional demand for its outsourcing services as financial
         institutions provide new services to their customers. The near-term and
         long-term impact of this legislative change on the Company's business
         and results of operations are uncertain. Although there can be no
         assurance,

                                       12
<PAGE>   13

         at this time the Company does not expect a material adverse impact on
         its business or results of operations as a result of the Act.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Except for the historical information contained herein, the matters
         discussed in this quarterly report are forward-looking statements which
         involve risks and uncertainties, including but not limited to economic,
         competitive, governmental and technological factors affecting the
         Company's operations, markets, services and related products, prices,
         and other factors discussed in the Company's prior filings with the
         Securities and Exchange Commission. Although the Company believes that
         the assumptions underlying the forward-looking statements contained
         herein are reasonable, any of the assumptions could be inaccurate.
         Therefore, there can be no assurance that the forward-looking
         statements included in this quarterly report will prove to be accurate.
         In light of the significant uncertainties inherent in the
         forward-looking statements included herein, the inclusion of such
         information should not be regarded as a representation by the Company
         or any other person that the objectives and plans of the Company will
         be achieved.

                                       13
<PAGE>   14


                                     PART II

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  On February 28, 2001, the Company issued 29,245 shares of its
                  common stock, $.02 par value ("Company Common Stock"), to the
                  owner of The Advanced Markets, LLC ("TAM"), in connection with
                  the acquisition of TAM. Said shares of Company Common Stock
                  were not registered under the Securities Act of 1933, as
                  amended (the "Securities Act"). There was no underwriter or
                  placement agent.

                  On April 11, 2001, the Company issued 442,602 shares of
                  Company Common Stock to the stockholders of Boston
                  Institutional Group, Inc. and related companies ("BIG"). In
                  addition, the Company assumed all the outstanding BIG stock
                  options, which were converted into stock options to purchase
                  204,645 shares of Company Common Stock. There was no
                  underwriter or placement agent.

                  In connection with the issuance of shares of Company Common
                  Stock to the stockholders of BIG and the owner of TAM in these
                  transactions, the Company relied on exemptions from
                  registration under Section 4(2) of the Securities Act, based
                  upon, among other things, certain representations and
                  warranties of the investors, the small number of investors,
                  the nature of the investors and certain information provided
                  to the investors with respect to the Company and the
                  transaction.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  None.

         (b)      REPORTS ON FORM 8-K

                  A current report on Form 8-K, dated March 8, 2001, was filed
                  with the Securities and Exchange Commission on March 8, 2001
                  (Items 5 and 7) to report on the announcement of the offering
                  of the Notes.

                  A current report on Form 8-K, dated March 15, 2001, was filed
                  with the Securities and Exchange Commission on March 15, 2001
                  (Items 5 and 7) to report on the announcement of the
                  consummation of the sale of the Notes.

                                       14
<PAGE>   15


                                   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: May 7, 2001           By: /s/ Dennis R. Sheehan
      ----------------          ------------------------------------------------
                            Dennis R. Sheehan
                            Executive Vice President and Chief Financial Officer
                            (Duly Authorized Officer)

                                       15