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

                                   FORM 10-Q/A
                                 Amendment No. 1

(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: 001-31254

                              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
     incorporation or organization)                  Identification No.)

                       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 JUNE 30, 2004, THERE WERE 120,677,756 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.

                        This document contains 30 pages.
<PAGE>
                              THE BISYS GROUP, INC.

                              INDEX TO FORM 10-Q/A

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                                    PAGE
                                                                                                                  ----
<S>           <C>      <C>                                                                                        <C>
              Item 1.  Financial Statements
                        Condensed Consolidated Statements of Income for the three months
                              ended September 30, 2003 and 2002                                                     4
                        Condensed Consolidated Balance Sheets as of September 30, 2003 and
                              June 30, 2003                                                                         5
                        Condensed Consolidated Statements of Cash Flows for the three months
                              ended September 30, 2003 and 2002                                                     6
                        Notes to Condensed Consolidated Financial Statements                                        7
              Item 2.  Management's Discussion and Analysis of Financial Condition and
                       Results of Operations                                                                       17
              Item 4.  Controls and Procedures                                                                     22
PART II.  OTHER INFORMATION
              Item 5.  Other Information                                                                           23
              Item 6.  Exhibits and Reports on Form 8-K                                                            23
SIGNATURES                                                                                                         25
EXHIBIT INDEX                                                                                                      26
</TABLE>

                                EXPLANATORY NOTE

Prior to the issuance of the March 31, 2004 financial statements, the Company
determined that it was appropriate to restate previously issued financial
statements to record adjustments for correction of errors resulting from various
accounting matters described herein (see Note 9). The restated financial
statements for the quarter ended September 30, 2003 are reflected in this
Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2003. Concurrently herewith, the Company is filing its
amended Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2003
and its amended Annual Report on Form 10-K/A for the fiscal year ended June 30,
2003, to reflect the restated financial statements for those periods.

The adjustments reflected in the restatement fall into three general categories:
adjustments to commissions receivable in the Life Insurance division,
adjustments relating to goodwill and deferred taxes established in acquisition
accounting for certain acquired entities in the Life Insurance division, and
adjustments to agent commissions payable in the Life Insurance division.
Additionally, as a result of the restatement adjustments, adjustments to the
computation of deferred tax assets and liabilities were also recorded.

The restatement principally arose from the Company's review and analysis of
estimates used in determining the level of commissions receivable in the Life
Insurance Services division. Based upon this review and analysis, the Company
determined that an adjustment of $80.0 million to reduce commissions receivable
in its Life Insurance division, together with corresponding adjustments to
revenues and expenses, should be recorded and be reflected in a restatement of
its financial results for the affected periods, as described above. The
adjustment to commissions receivable of $80.0 million is primarily attributable
to the over accrual of revenue, based on assumptions underlying the estimates
that were subsequently determined to be incorrect. The assumptions were used to
compute certain first year, bonus and renewal commissions receivable during the
period July 1999 through December 2003. In connection with the aforementioned
review, the Company also identified adjustments relating to acquisition
accounting for certain acquired entities in the Life


                                       2
<PAGE>
Insurance business, resulting in an adjustment to goodwill, deferred taxes and
revenue over the affected periods of $21.0 million. This adjustment reflects the
recording of commissions receivable as of the date of acquisition to convert the
acquired entity from the cash basis to the accrual basis of accounting,
resulting in a corresponding downward adjustment to revenue incorrectly accrued
following each such acquisition. Additionally, adjustments to commissions
payable of $2.6 million, together with corresponding adjustments to net
revenues, were identified as a result of an understatement in agent commissions
payable.

The impact of the restatement on net income for the three months ended September
30, 2003 and 2002 was an increase in net income of $1.0 million and a decrease
in net income of $2.1 million, respectively.

This Form 10-Q/A amends and restates Items 1, 2 and 4 of Part I and Items 5 and
6 of Part II. All other information contained herein was included in the
original Form 10-Q, which was filed with the Securities and Exchange Commission
(the "SEC") on November 12, 2003, and has not been amended or updated hereby.
The foregoing items have been amended to reflect the restatement and have not
been updated to reflect other events occurring after the filing of the original
Form 10-Q, or to modify or update those disclosures affected by subsequent
events, except for those disclosures provided in Note 10. Such matters have been
addressed in the Company's Form 10-Q for the quarter ended March 31, 2004 (the
"March 2004 Form 10-Q") and will continue to be addressed in any reports filed
with the SEC subsequent to the date of this filing. All referenced amounts in
this Form 10-Q/A for prior periods and prior period comparisons reflect the
balances and amounts on a restated basis.

The Company did not amend its Annual Report on Form 10-K or Quarterly Reports on
Form 10-Q for periods affected by the restatement that ended prior to June 30,
2003, and the financial statements and related financial information contained
in such reports should no longer be relied upon.

Investors are urged to read this Form 10-Q/A in conjunction with the March 2004
Form 10-Q, which was filed with the SEC on June 16, 2004.


                                       3
<PAGE>
                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                             September 30,
                                                   ----------------------------------
                                                      2003                     2002
                                                   ---------                ---------
<S>                                                <C>                      <C>
Revenues                                           $ 236,434                $ 223,417
                                                   ---------                ---------
Operating costs and expenses:
   Service and operating                             149,919                  135,022
   Selling, general and administrative                46,129                   44,586
   Amortization of intangible assets                   5,806                    4,272
   Restructuring, impairment and
   other charges                                      12,624                   12,079
                                                   ---------                ---------
Total operating costs and expenses                   214,478                  195,959
                                                   ---------                ---------

Operating earnings                                    21,956                   27,458
Interest income                                          325                      373
Interest expense                                      (4,664)                  (4,385)
                                                   ---------                ---------
Income before income taxes                            17,617                   23,446
Income taxes                                          11,774                    8,768
                                                   ---------                ---------
Net income                                         $   5,843                $  14,678
                                                   =========                =========
Basic earnings per share                           $    0.05                $    0.12
                                                   =========                =========
Diluted earnings per share                         $    0.05                $    0.12
                                                   =========                =========
</TABLE>

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


                                       4
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (AS RESTATED)
                  (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                            69,498                     87,535
   Deferred tax asset                                                       14,236                     45,202
   Other current assets                                                     31,813                     34,806
                                                                       -----------                -----------
     Total current assets                                                  310,299                    369,941
   Property and equipment, net                                             106,642                    107,152
   Goodwill                                                                732,484                    731,174
   Intangible assets, net                                                  199,376                    206,036
   Other assets                                                             40,517                     43,839
                                                                       -----------                -----------
     Total assets                                                      $ 1,389,318                $ 1,458,142
                                                                       ===========                ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term borrowings                                               $   163,000                $   172,000
   Accounts payable                                                         25,759                     21,518
   Insurance premiums and commissions payable                               55,948                     81,840
   Other current liabilities                                                97,848                    128,645
                                                                       -----------                -----------
     Total current liabilities                                             342,555                    404,003
   Long-term debt                                                          300,000                    300,000
   Deferred tax liability                                                   37,722                     34,184
   Other liabilities                                                         3,227                      4,026
                                                                       -----------                -----------
     Total liabilities                                                     683,504                    742,213
                                                                       -----------                -----------
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                                                       352,112                    348,401
   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                                            705,814                    715,929
                                                                       -----------                -----------
     Total liabilities and stockholders' equity                        $ 1,389,318                $ 1,458,142
                                                                       ===========                ===========
</TABLE>

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


                                       5
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (AS RESTATED)
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                      Three Months Ended
                                                                                                          September 30,
                                                                                                --------------------------------
                                                                                                  2003                   2002
                                                                                                --------                --------
<S>                                                                                             <C>                     <C>
Cash flows from operating activities:
Net income                                                                                      $  5,843                $ 14,678
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                                                                   2,938                  (1,299)
   Change in operating assets and liabilities, net of effects from acquisitions                   (8,951)                (20,576)
                                                                                                --------                --------
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.


                                       6
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Throughout these Notes to Condensed Consolidated Financial Statements, all
referenced amounts and comparisons reflect the balances and amounts on a
restated basis. For information on the restatement, see Note 9, Restatements, to
these financial statements.

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, as amended, with the Securities and Exchange
      Commission concurrently herewith 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 fiscal 2003 financial
      statements to conform to the fiscal 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 commercial
      insurance services division and net commissions in the Company's life
      insurance brokerage division. In its capacity as a commercial 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.

      Net commission revenue from insurance distribution operations is
      recognized when all placement services have been provided, protection is
      afforded under the insurance policy, and the premium is known or can be
      reasonably estimated and is billable. Commission revenue in the Life
      Insurance Services division is recorded net of an allowance for commission
      adjustments due to lapses, policy cancellations, and revisions in
      coverage.

      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, (in
      thousands, except per share data):


                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                                     As Restated
                                                     ---------------------------------------------
                                                                 Three Months Ended
                                                                     September 30,
                                                     ---------------------------------------------
                                                          2003                          2002
                                                     ---------------               ---------------
<S>                                                  <C>                           <C>
Net income, as reported                              $         5,843               $        14,678
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                                 $         1,912               $         9,916
                                                     ===============               ===============
Earnings per share:
   Basic, as reported                                $          0.05               $          0.12
                                                     ===============               ===============
   Basic, pro forma                                  $          0.02               $          0.08
                                                     ===============               ===============
   Diluted, as reported                              $          0.05               $          0.12
                                                     ===============               ===============
   Diluted, pro forma                                $          0.02               $          0.08
                                                     ===============               ===============
</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 net commissions receivable, 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>
                                                              As Restated
                                                      -----------------------------
                                                           Three Months Ended
                                                              September 30,
                                                      -----------------------------
                                                       2003                  2002
                                                      -------               -------
<S>                                                   <C>                   <C>
Net income                                            $ 5,843               $14,678
Unrealized gain on investments                             12                    --
Foreign currency translation adjustment                   257                    69
                                                      -------               -------
  Total comprehensive income                          $ 6,112               $14,747
                                                      =======               =======
</TABLE>


                                        8
<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>
                                                                As Restated
                                                      -------------------------------
                                                            Three Months Ended
                                                               September 30,
                                                      -------------------------------
                                                        2003                   2002
                                                      --------               --------
<S>                                                   <C>                    <C>
Basic EPS
Net income                                            $  5,843               $ 14,678
                                                      ========               ========
Weighted average common shares
outstanding                                            119,805                119,535
                                                      ========               ========
Basic earnings per share                              $   0.05               $   0.12
                                                      ========               ========
Diluted EPS
Net income                                            $  5,843               $ 14,678
                                                      ========               ========
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                            $   0.05               $   0.12
                                                      ========               ========
</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.


                                       9
<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."


                                       10
<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, as
restated                                      $   311,366               $384,418               $ 35,390               $731,174
Adjustments to previous
acquisitions                                           --                  1,310                     --                  1,310
                                              -----------               --------               --------               --------
Balance, September 30, 2003, as
restated                                      $   311,366               $385,728               $ 35,390               $732,484
                                              ===========               ========               ========               ========
</TABLE>

      The adjustments to previous acquisitions relate to additional amounts
      recorded for actual deferred taxes as compared to amounts originally
      estimated at the time of acquisition.

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. Restructuring, impairment and other charges
      are excluded from the operating results of the segment as management does
      not consider such charges in its assessment of segment performance, or in
      allocating resources among segments.


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                      As Restated
                                                                     (in thousands)
                                                                   Three Months Ended
                                                                      September 30,
                                                           ----------------------------------
                                                              2003                    2002
                                                           ---------                ---------
<S>                                                        <C>                      <C>
Operating revenue:
Investment Services                                        $ 128,171                $ 120,944
Insurance and Education Services                              56,178                   51,772
Information Services                                          52,085                   50,701
                                                           ---------                ---------
   Total operating revenue                                 $ 236,434                $ 223,417
                                                           =========                =========
Operating income (loss):
Investment Services                                        $  16,413                $  16,084
Insurance and Education Services                              10,460                   16,269
Information Services                                          12,887                   12,405
Corporate                                                     (5,180)                  (5,221)
                                                           ---------                ---------
   Total operating income                                  $  34,580                $  39,537
                                                           =========                =========
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
                                                           =========                =========
   Total consolidated operating
     earnings                                              $  21,956                $  27,458
                                                           =========                =========
</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.    RESTATEMENTS

      Prior to the issuance of the March 31, 2004 interim financial statements,
      the Company determined that it was appropriate to restate previously
      issued financial statements to record adjustments for correction of errors
      resulting from various accounting matters described below. The Company
      restated its financial results for the fiscal years ended June 30, 2003,
      2002 and 2001 and the quarters ended December 31 and September 30, 2003.
      The adjustments fall into three general categories: adjustments to
      commissions receivable in the Life Insurance division, adjustments
      relating to goodwill and deferred taxes established in acquisition
      accounting for certain acquired entities in the Life Insurance division,
      and adjustments to agent commissions payable in the Life Insurance
      division. Additionally, as a result of the restatement adjustments,
      adjustments to the computation of deferred tax assets and liabilities were
      also recorded. The impact of the restatement on net income for each of the
      relevant periods for each such category is set forth below (in thousands,
      except per share data):


                                       12
<PAGE>
<TABLE>
<CAPTION>
                             THREE MONTHS  THREE MONTHS
                                 ENDED        ENDED                      YEARS ENDED JUNE 30,
                              SEPTEMBER 30, DECEMBER 31,   ---------------------------------------------------
                                  2003         2003          2003          2002          2001         PRE-2001       TOTAL
                               ---------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                          <C>           <C>             <C>           <C>           <C>           <C>           <C>
Net income, as reported        $   4,811     $  20,046     $ 111,823     $ 115,861     $  85,120
                               ---------     ---------     ---------     ---------     ---------
Pretax adjustments:
  Commissions receivable           1,744           526       (11,738)      (36,060)      (23,880)    $ (10,567)    $ (79,975)
  Goodwill and deferred
  taxes                               --            --        (7,348)       (6,486)       (7,214)           --       (21,048)
  Commissions payable                (99)          (99)       (1,221)       (1,221)           --            --        (2,640)
                               ---------     ---------     ---------     ---------     ---------     ---------     ---------
Total pretax adjustments           1,645           427       (20,307)      (43,767)      (31,094)      (10,567)     (103,663)
Tax effect of restatement
adjustment                           613           159        (6,727)      (16,604)      (13,044)         (228)      (35,831)
                               ---------     ---------     ---------     ---------     ---------     ---------     ---------
Total net adjustments              1,032           268       (13,580)      (27,163)      (18,050)    $ (10,339)    $ (67,832)
                               ---------     ---------     ---------     ---------     ---------     =========     =========
Net income, as restated        $   5,843     $  20,314     $  98,243     $  88,698     $  67,070
                               =========     =========     =========     =========     =========
Basic earnings per share,
as reported                    $    0.04     $    0.17     $    0.93     $    0.98     $    0.74
Effect of net adjustments           0.01            --         (0.11)        (0.23)        (0.16)
                               ---------     ---------     ---------     ---------     ---------
Basic earnings per share,
as restated                    $    0.05     $    0.17     $    0.82     $    0.75     $    0.58
                               =========     =========     =========     =========     =========
Diluted earnings per share,
as reported                    $    0.04     $    0.17     $    0.92     $    0.94     $    0.71
Effect of net adjustments           0.01            --         (0.11)        (0.22)        (0.15)
                               ---------     ---------     ---------     ---------     ---------
Diluted earnings per share,
as restated                    $    0.05     $    0.17     $    0.81     $    0.72     $    0.56
                               =========     =========     =========     =========     =========
</TABLE>

      The restatement principally arose from the Company's review and analysis
      of estimates used in determining the level of commissions receivable in
      the Life Insurance Services division. Based upon this review and analysis,
      the Company determined that an adjustment of $80.0 million to reduce
      commissions receivable in its Life Insurance division, together with
      corresponding adjustments to revenues and expenses, should be recorded and
      be reflected in a restatement of its financial results for the affected
      periods, as described above. The adjustment to commissions receivable of
      $80.0 million is primarily attributable to the over accrual of revenue,
      based on assumptions underlying the estimates that were subsequently
      determined to be incorrect. The assumptions were used to compute certain
      first year, bonus and renewal commissions receivable during the period
      July 1999 through December 2003. In connection with the aforementioned
      review, the Company also identified adjustments relating to acquisition
      accounting for certain acquired entities in the Life Insurance business,
      resulting in an adjustment to goodwill, deferred taxes and revenue over
      the affected periods of $21.0 million. This adjustment reflects the
      recording of commissions receivable as of the date of acquisition to
      convert the acquired entity from the cash basis to the accrual basis of
      accounting, resulting in a corresponding downward adjustment to revenue
      incorrectly accrued following each such acquisition. Additionally,
      adjustments to commissions payable of $2.6 million, together with
      corresponding adjustments to net revenues, were identified as a result of
      an understatement in agent commissions payable.

      Concurrent with the filing of this report on Form 10-Q/A for the period
      ended September 30, 2003, the Company is filing revised financial
      statements reflecting the impact of the restatement on the fiscal years
      ended June 30, 2003, 2002 and 2001 on Form 10-K/A for the fiscal year
      ended June 30, 2003, as well as revised financial statements reflecting
      the impact of the restatement on the quarter ended December 31, 2003 on
      Form 10-Q/A. The restatement also affects periods prior to the fiscal year
      ended June 30, 2001. The net impact of the restatement on such prior
      periods has been reflected as a reduction to beginning stockholders'
      equity as of July 1, 2000 in the amount of $10.3 million.


                                       13


<PAGE>

      In connection with the process, the Company restated its financial
      statements for the three months ended September 30, 2003 and 2002. The
      impact of the restatement on net income for the three months ended
      September 30, 2003 and 2002 was an increase in net income of $1.0 million
      and a decrease in net income of $2.1 million, respectively.

      The following table sets forth the effects of the restatement adjustments
      discussed above on the Condensed Consolidated Statement of Income for the
      three months ended September 30, 2003 and 2002 (in thousands, except per
      share data):

<TABLE>
<CAPTION>
                                             Three Months Ended              Three Months Ended
                                             September 30, 2003              September 30, 2002
                                        ---------------------------     ----------------------------
                                        As Reported     As Restated     As Reported      As Restated
                                        -----------     -----------     -----------      -----------
<S>                                     <C>             <C>             <C>              <C>
Revenues                                 $ 237,382       $ 236,434       $ 227,344       $ 223,417
                                         ---------       ---------       ---------       ---------

Operating costs and expenses:
  Service and operating                    152,512         149,919         135,549         135,022
  Selling, general and
  administrative                            46,129          46,129          44,586          44,586
  Amortization of intangible assets          5,806           5,806           4,272           4,272
  Restructuring, impairment and
  other charges                             12,624          12,624          12,079          12,079
                                         ---------       ---------       ---------       ---------
Total operating costs and expenses         217,071         214,478         196,486         195,959
                                         ---------       ---------       ---------       ---------

Operating earnings                          20,311          21,956          30,858          27,458
Interest income                                325             325             373             373
Interest expense                            (4,664)         (4,664)         (4,385)         (4,385)
                                         ---------       ---------       ---------       ---------
Income before income taxes                  15,972          17,617          26,846          23,446
Income taxes                                11,161          11,774          10,067           8,768
                                         ---------       ---------       ---------       ---------
Net income                               $   4,811       $   5,843       $  16,779       $  14,678
                                         =========       =========       =========       =========

Basic earnings per share                 $    0.04       $    0.05       $    0.14       $    0.12
                                         =========       =========       =========       =========

Diluted earnings per share               $    0.04       $    0.05       $    0.14       $    0.12
                                         =========       =========       =========       =========
</TABLE>


                                       14
<PAGE>
      The following table sets forth the effects of the restatement adjustments
      discussed above on the Condensed Consolidated Balance Sheet at September
      30 and June 30, 2003 (in thousands, except share data):

<TABLE>
<CAPTION>
                                                            September 30, 2003                    June 30, 2003
                                                      -----------------------------       -----------------------------
                                                      As Reported       As Restated       As Reported       As Restated
                                                      -----------       -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>               <C>
ASSETS

Current assets:
  Cash and cash equivalents                           $    76,475       $    76,475       $    79,558       $    79,558
  Restricted cash                                          23,745            23,745            26,603            26,603
  Accounts receivable                                      94,532            94,532            96,237            96,237
  Insurance premiums and commissions
    receivable                                            149,999            69,498           169,780            87,535
  Deferred tax asset                                       13,655            14,236            13,655            45,202
  Other current assets                                     31,813            31,813            34,806            34,806
                                                      -----------       -----------       -----------       -----------
      Total current assets                                390,219           310,299           420,639           369,941
  Property and equipment, net                             106,642           106,642           107,152           107,152
  Goodwill                                                750,537           732,484           749,227           731,174
  Intangible assets, net                                  199,376           199,376           206,036           206,036
  Other assets                                             40,517            40,517            43,839            43,839
                                                      -----------       -----------       -----------       -----------
      Total assets                                    $ 1,487,291       $ 1,389,318       $ 1,526,893       $ 1,458,142
                                                      ===========       ===========       ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Short-term borrowings                               $   163,000       $   163,000       $   172,000       $   172,000
  Accounts payable                                         25,759            25,759            21,518            21,518
  Insurance premiums and commissions
    payable                                                53,407            55,948            79,398            81,840
  Other current liabilities                               127,199            97,848           127,643           128,645
                                                      -----------       -----------       -----------       -----------
      Total current liabilities                           369,365           342,555           400,559           404,003
  Long-term debt                                          300,000           300,000           300,000           300,000
  Deferred tax liability                                   40,785            37,222            37,247            34,184
  Other liabilities                                         3,227             3,227             4,026             4,026
                                                      -----------       -----------       -----------       -----------
      Total liabilities                                   713,377           683,504           741,832           742,213
                                                      -----------       -----------       -----------       -----------

Stockholders' equity:
  Common stock, $0.02 par value,
  320,000,000 shares authorized,
  120,743,385 and 120,274,571 shares issued                 2,415             2,415             2,405             2,405
  Additional paid-in capital                              387,637           387,637           378,986           378,986
  Retained earnings                                       420,212           352,112           417,533           348,401
  Notes receivable from stockholders                      (10,776)          (10,776)          (10,776)          (10,776)
  Employee benefit trust, 369,207 and
    344,207 shares                                         (6,007)           (6,007)           (5,676)           (5,676)
  Deferred compensation                                     6,078             6,078             5,752             5,752
  Unearned compensation - restricted stock                 (7,799)           (7,799)               --                --
  Accumulated other comprehensive loss                        (71)              (71)             (340)             (340)
  Treasury stock at cost, 1,141,056 and
    141,118 shares                                        (17,775)          (17,775)           (2,823)           (2,823)
                                                      -----------       -----------       -----------       -----------
      Total stockholders' equity                          773,914           705,814           785,061           715,929
                                                      -----------       -----------       -----------       -----------
      Total liabilities and stockholders' equity      $ 1,487,291       $ 1,389,318       $ 1,526,893       $ 1,458,142
                                                      ===========       ===========       ===========       ===========
</TABLE>


                                       15
<PAGE>
10.   SUBSEQUENT EVENTS

      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.

      On May 17, 2004, the Company announced that it would restate its financial
      results for the fiscal years ended June 30, 2003, 2002, and 2001 and for
      the quarters ended December 31 and September 30, 2003 as described in Note
      9. The Audit Committee of the Company's Board of Directors conducted an
      independent investigation into the events and circumstances that resulted
      in the restatement and retained independent counsel to assist in such
      investigation.

      The Company notified the Securities and Exchange Commission ("SEC") of its
      intention to restate prior period financial results and that there would
      be a delay in the filing of its Form 10-Q for the quarter ended March 31,
      2004. Subsequently, the SEC advised the Company that the SEC is conducting
      an investigation into the facts and circumstances related to the
      restatement. The Company has cooperated and intends to continue to
      cooperate with the SEC.

      Following the Company's May 17, 2004 announcement regarding the
      restatement of its financial results, seven putative class action and two
      derivative lawsuits were filed against the Company and certain of its
      current and former officers in the United States District Court for the
      Southern District of New York. The class action complaints purport to be
      brought on behalf of all shareholders who purchased the Company's
      securities between October 23, 2000 and May 17, 2004 and generally assert
      that the Company and certain of its officers allegedly violated the
      federal securities laws in connection with the purported issuance of false
      and misleading information concerning the Company's financial condition.
      The class action complaints seek damages in an unspecified amount against
      the Company. The derivative complaints purport to be on behalf of the
      Company and generally assert that certain officers and directors are
      liable for alleged breaches of fiduciary duties, abuse of control, gross
      mismanagement, waste, and unjust enrichment that purportedly occurred
      between October 23, 2000 and the present. The derivative complaints seek
      disgorgement, constructive trust, and damages in an unspecified amount.
      The Company intends to defend itself vigorously against these claims but
      is unable to determine the ultimate outcome.

      As part of the Credit Agreement governing the new senior unsecured credit
      facility that was entered into on March 31, 2004, the Company made certain
      representations about its prior period financial statements. In light of
      the need for adjustments to these prior period financial statements, the
      lenders consider these representations to have been inaccurate when made,
      and therefore, the lenders have asserted that there has been a breach
      under the Credit Agreement causing the Company to be in default. The
      Company subsequently procured a waiver from the lenders which allows the
      Company to continue to rollover certain LIBOR-based borrowings. However,
      until the waiver becomes permanent, the terms of the waiver do not cure
      the asserted default and preclude the Company from drawing down additional
      borrowings under the credit facility. The lenders have asserted that they
      have the right to accelerate payment of outstanding borrowings under the
      credit facility until the waiver becomes permanent. The waiver becomes
      permanent for all purposes upon the filing, concurrently herewith, of the
      Company's amended Form 10-K for the fiscal year ended June 30, 2003.



                                       16
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The condensed consolidated financial statements as of September 30, 2003 and for
the three month period ended September 30, 2003, included in this Quarterly
Report on Form 10-Q/A, have been restated as discussed in Note 9 to the
condensed consolidated financial statements. For purposes of this Form 10-Q/A,
and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, each item of the Form 10-Q for the quarter ended September 30, 2003 as
originally filed on November 12, 2003 that was affected by the restatement has
been amended to the extent affected and restated in its entirety. The disclosure
contained in the original Form 10-Q has not been modified or updated except for
updates made to Part I, Items 1, 2 and 4 and Part II, Items 5 and 6.

Throughout this discussion and analysis of financial condition and results of
operations, all referenced amounts and comparisons reflect the balance and
amounts on a restated basis.

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>
                                                       As Restated
                                                   ------------------
                                                   Three Months Ended
                                                       September 30,
                                                   ------------------
                                                    2003         2002
                                                   -----        -----
<S>                                                <C>          <C>
Revenues                                           100.0%       100.0%
                                                   -----        -----

Operating costs and expenses:
  Service and operating                             63.4         60.4
  Selling, general and administrative               19.5         20.0
  Amortization of intangible assets                  2.5          1.9
  Restructuring, impairment and other charges        5.3          5.4
                                                   -----        -----
Total operating costs and expenses                  90.7         87.7
                                                   -----        -----
Operating earnings                                   9.3         12.3
Interest income                                      0.2          0.2
Interest expense                                    (2.0)        (2.0)
                                                   -----        -----
Income before income taxes                           7.5         10.5
Income taxes                                         5.0          3.9
                                                   -----        -----
Net income                                           2.5%         6.6%
                                                   =====        =====
</TABLE>

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

      Revenues increased 5.8% from $223.4 million for the three months ended
      September 30, 2002 to $236.4 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 was flat for the three
      months ended September 30, 2003 over the same period last year primarily
      due to a decline in internal revenue in the Life Insurance and Education
      Services divisions.

      Service and operating expenses increased 11.0% from $135.0 million for the
      three months ended September 30, 2002 to $149.9 million for the three
      months ended September 30, 2003 and increased as a percentage of revenues
      from 60.4% to 63.4%. 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 20.0% to 19.5%. 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.

                                       17
<PAGE>
      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 $11.8 million for the three months ended
      September 30, 2003 increased from $8.8 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, of 37.25% and 37.43% 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 17.1% and 19.6% 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.

                                       18
<PAGE>
      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 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 negative working capital of $32.3 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. On March 31,
      2004, the Company entered into a new senior unsecured credit facility. The
      $400 million facility contains a $300 million revolving line of credit and
      a $100 million term loan. The new facility expires March 31, 2008 and
      replaces the $300 million facility which was due to expire on June 30,
      2004.

      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 0.40 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.

                                       19
<PAGE>
      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 as reported in the original Form 10-Q and as
      restated for the effect of the restatement adjustments. Restructuring,
      impairment and other charges are excluded from the operating results of
      the segment as management does not consider such charges in its assessment
      of segment performance, or in allocating resources among segments (see
      Note 7).

<TABLE>
<CAPTION>
                                               As Reported                     As Restated
                                        -------------------------       -------------------------
                                              (in thousands)                  (in thousands)
                                            Three Months Ended              Three Months Ended
                                               September 30,                  September 30,
                                        -------------------------       -------------------------
                                           2003            2002            2003            2002
                                        ---------       ---------       ---------       ---------
<S>                                     <C>             <C>             <C>             <C>
Operating revenue:
  Investment Services                   $ 128,171       $ 120,944       $ 128,171       $ 120,944
  Insurance and Education Services         57,126          55,699          56,178          51,772
  Information Services                     52,085          50,701          52,085          50,701
                                        ---------       ---------       ---------       ---------
   Total operating revenue              $ 237,382       $ 227,344       $ 236,434       $ 223,417
                                        =========       =========       =========       =========

Operating income (loss):
  Investment Services                   $  16,413       $  16,084       $  16,413       $  16,084
  Insurance and Education Services          8,815          19,669          10,460          16,269
  Information Services                     12,887          12,405          12,887          12,405
  Corporate                                (5,180)         (5,221)         (5,180)         (5,221)
                                        ---------       ---------       ---------       ---------
   Total operating income               $  32,935       $  42,937       $  34,580       $  39,537
                                        =========       =========       =========       =========
</TABLE>

      Internal revenue growth (excluding acquisitions), as restated, for
      Investment Services, Insurance and Education Services, and Information
      Services approximated 6%, (18)%, 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.

      See Note 9, Restatements, which describes the adjustments for correction
      of errors impacting the Life Insurance Services division. The ensuing
      discussion of the results of the Insurance and Education Services segment
      is after the effects of the restatement adjustments. The Company has taken
      steps to improve the internal controls at the Life Insurance Services
      division as more fully described in Item 4 of Part I, Controls and
      Procedures. Revenue in the Insurance and Education Services business
      segment increased $4.4 million, or


                                       20
<PAGE>
      8.5%, 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 18%. 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 $5.8 million, or 35.7%, during the fiscal first quarter.
      Operating margins were 18.6% and 31.4% 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 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 (the "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; the possible
      acceleration of the amounts borrowed under the Company's bank credit
      facility; 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.

                                       21
<PAGE>
ITEM 4.     CONTROLS AND PROCEDURES

As previously disclosed in the March 2004 10-Q, we engaged in a review and
analysis of estimates used in determining the level of commissions receivable in
our Life Insurance Services division. As a result of our efforts, we have
determined that commissions receivable should be adjusted as described below. In
addition, in reviewing our past practices, procedures and processes, we have
determined that there needs to be revisions to such practices, procedures and
processes. In this regard, we concluded there was a material weakness in our
internal controls over financial reporting relating to the validation and
monitoring of assumptions underlying the estimates used to compute certain first
year, bonus and renewal commissions receivable and with respect to related
documentation and review processes for significant accounting entries, including
entries relating to acquisition accounting. We have taken, and continue to take,
steps to rectify these matters.

Based upon our review and analysis, we determined that an adjustment of $80.0
million to commissions receivable in our Life Insurance division, together with
corresponding adjustments to revenues and expenses, should be recorded. We also
determined that the adjustment requires a restatement of our financial results
for each of the fiscal years ended June 30, 2003, 2002 and 2001, as well as our
interim results for the quarters ended December 31 and September 30, 2003, to
reflect the impact of the adjustment on each of the periods presented.

In connection with the aforementioned review, we also identified adjustments
relating to acquisition accounting for certain acquired entities in the Life
Insurance business, resulting in a reduction in goodwill and deferred tax
liabilities over the affected periods of $21.0 million, and adjustments to
commissions payable of $2.6 million as a result of an understatement in agent
commissions payable. These adjustments will also be reflected in the restatement
of financial results described above.

To date, we have taken steps to improve our internal controls at our Life
Insurance Services division, including the following:

      -     Added personnel to the accounts receivable department to allow for
            more timely reconciliation and adjustment of aged accounts
            receivable and related agent payable accounts;

      -     Enhanced process for reviewing and monitoring reserves for
            commissions receivable;

      -     Augmented review of commission revenue transactions to ensure
            adherence to our revenue recognition policies;

      -     Improved process for documentation and review of significant
            accounting entries;

      -     Initiated system enhancements to further automate processes
            associated with accounts receivable and revenue recognition; and

      -     Implemented systematic review of data quality and control.

We intend to continue to monitor our internal controls, and if further
improvements or enhancements are identified, we will take steps to implement
such improvements or enhancements. Except as set forth above, there have been no
changes in our internal controls over financial reporting, which have materially
affected, or are reasonably likely to materially affect, such internal controls.

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 the end of the period covered by this report
on Form 10-Q/A, 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, other than the material weakness described above, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective. Subsequent to March 31, 2004,
the Company has implemented the steps described above and concluded that the
disclosure controls and procedures are effective as of the date of filing of
this report.

It should be noted that the design of any system of controls is based upon
certain assumptions about the likelihood of future events, and there can be no
assurance that such design will succeed in achieving its stated objective under
all potential future conditions, regardless of how remote. However, the
Company's Chief Executive Officer and the Company's Chief Financial Officer
believe the Company's disclosure controls and procedures provide reasonable
assurance that the disclosure controls and procedures are effective.


                                       22
<PAGE>
                                     PART II

ITEM 5.     OTHER INFORMATION

            Subsequent Events

            Following the Company's May 17, 2004 announcement regarding the
            restatement of its financial results, seven putative class action
            and two derivative lawsuits were filed against the Company and
            certain of its current and former officers in the United States
            District Court for the Southern District of New York. The class
            action complaints purport to be brought on behalf of all
            shareholders who purchased the Company's securities between October
            23, 2000 and May 17, 2004 and generally assert that the Company and
            certain of its officers allegedly violated the federal securities
            laws in connection with the purported issuance of false and
            misleading information concerning the Company's financial condition.
            The class action complaints seek damages in an unspecified amount
            against the Company. The derivative complaints purport to be on
            behalf of the Company and generally assert that certain officers and
            directors are liable for alleged breaches of fiduciary duties, abuse
            of control, gross mismanagement, waste, and unjust enrichment that
            purportedly occurred between October 23, 2000 and the present. The
            derivative complaints seek disgorgement, constructive trust, and
            damages in an unspecified amount. The Company intends to defend
            itself vigorously against these claims but is unable to determine
            the ultimate outcome.

            The Audit Committee of the Company's Board of Directors conducted an
            independent investigation into the events and circumstances that
            resulted in the restatement and retained independent counsel to
            assist in such investigation.

            The Company notified the SEC of its intention to restate prior
            period financial results and that there would be a delay in the
            filing of its Form 10-Q for the quarter ended March 31, 2004.
            Subsequently, the SEC advised the Company that the SEC is conducting
            an investigation into the facts and circumstances related to the
            restatement. The Company has cooperated and intends to continue to
            cooperate with the SEC.

            As part of the Credit Agreement governing the new senior unsecured
            credit facility that was entered into on March 31, 2004, the Company
            made certain representations about its prior period financial
            statements. In light of the need for adjustments to these prior
            period financial statements, the lenders consider these
            representations to have been inaccurate when made, and therefore,
            the lenders have asserted that there has been a breach under the
            Credit Agreement causing the Company to be in default. The Company
            subsequently procured a waiver from the lenders which allows the
            Company to continue to rollover certain LIBOR-based borrowings.
            However, until the waiver becomes permanent, the terms of the waiver
            do not cure the asserted default and preclude the Company from
            drawing down additional borrowings under the credit facility. The
            lenders have asserted that they have the right to accelerate payment
            of outstanding borrowings under the credit facility until the waiver
            becomes permanent. The waiver becomes permanent for all purposes
            upon the filing, concurrently herewith, of the Company's amended
            Form 10-K for the fiscal year ended June 30, 2003.

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. This document has been
                           incorporated by reference from the original Form 10-Q
                           for the period ended September 30, 2003.

                                       23
<PAGE>
            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).



                                       24
<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:  August 9, 2004    By:  /s/ James L. Fox
      ----------------      ----------------------------

                            James L. Fox
                            Executive Vice President and Chief Financial Officer
                            (Duly Authorized Officer)





                                       25
<PAGE>
                              THE BISYS GROUP, INC.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                                                     Page
-----------                                                                     ----
<S>                                                                             <C>
(31.1)  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer ......  27

(31.2)  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer ......  28

(32)    Section 1350 Certifications ............................................  29
</TABLE>



                                       26