<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 0-19922

                              THE BISYS GROUP, INC.

             (Exact name of registrant as specified in its charter)

         DELAWARE                                      13-3532663

(State or other jurisdiction of
incorporation or organization)          (I.R.S. Employer 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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

AS OF APRIL 30, 2003, THERE WERE 119,824,711 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.

                         This document contains 25 pages.
<PAGE>

                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q



<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                                    PAGE
<S>                                                                                                     <C>
              Item 1.  Financial Statements

                        Condensed Consolidated Balance Sheet as of March 31, 2003 and June
                              30, 2002                                                                              3

                        Condensed Consolidated Statement of Operations for the three and nine
                              months ended March 31, 2003 and 2002                                                  4

                        Condensed Consolidated Statement of Cash Flows for the nine months
                              ended March 31, 2003 and 2002                                                         5

                        Notes to Condensed Consolidated Financial Statements                                        6

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

              Item 4.  Controls and Procedures                                                                     18

PART II.  OTHER INFORMATION

              Item 6.  Exhibits and Reports on Form 8-K                                                            19


SIGNATURES                                                                                                         20

CERTIFICATIONS                                                                                                     21

EXHIBIT INDEX                                                                                                      23
</TABLE>
<PAGE>
                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         March 31,            June 30,
                                                                                            2003                2002
                                                                                        -----------         -----------
<S>                                                                                     <C>                 <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                            $    91,856         $    78,371
   Accounts receivable, net                                                                  99,714             101,851
   Insurance premiums and commissions receivable                                            150,683              95,146
   Deferred tax asset                                                                         9,612               9,466
   Other current assets                                                                      36,294              35,401
                                                                                        -----------         -----------
     Total current assets                                                                   388,159             320,235
   Property and equipment, net                                                              106,172              94,711
   Goodwill                                                                                 745,032             623,250
   Intangible assets, net                                                                   204,797             159,391
   Other assets                                                                              44,482              48,564
                                                                                        -----------         -----------
     Total assets                                                                       $ 1,488,642         $ 1,246,151
                                                                                        ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Short-term borrowings                                                                $   198,000         $    93,000
   Accounts payable                                                                          16,187              16,492
   Insurance premiums and commissions payable                                                53,542                --
   Other current liabilities                                                                142,698             125,012
                                                                                        -----------         -----------
     Total current liabilities                                                              410,427             234,504
   Long-term debt                                                                           300,000             300,000
   Deferred tax liability                                                                    28,468              16,670
   Other liabilities                                                                          3,839              12,359
                                                                                        -----------         -----------
     Total liabilities                                                                      742,734             563,533
                                                                                        -----------         -----------

Stockholders' equity:
   Common stock, $0.02 par value, 320,000,000 shares authorized, 120,274,571 and
   119,880,003 shares issued, respectively                                                    2,405               2,398
   Additional paid-in capital                                                               378,056             370,854
   Retained earnings                                                                        387,710             320,790
   Notes receivable from stockholders                                                       (10,776)            (10,776)
   Treasury stock at cost, 498,060 shares                                                   (11,049)               --
   Employee benefit trust, 345,212 shares                                                    (5,692)               --
   Deferred compensation                                                                      5,768                --
   Accumulated other comprehensive loss                                                        (514)               (648)
                                                                                        -----------         -----------
     Total stockholders' equity                                                             745,908             682,618
                                                                                        -----------         -----------
     Total liabilities and stockholders' equity                                         $ 1,488,642         $ 1,246,151
                                                                                        ===========         ===========
</TABLE>

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

                                       3
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                Three Months Ended                   Nine Months Ended
                                                     March 31,                           March 31,
                                            ---------------------------         ---------------------------
                                               2003              2002              2003              2002
                                            ---------         ---------         ---------         ---------
<S>                                         <C>               <C>               <C>               <C>
Revenues                                    $ 244,776         $ 220,539         $ 705,232         $ 626,978
                                            ---------         ---------         ---------         ---------
Operating costs and expenses:
   Service and operating                      141,076           122,986           412,751           357,032
   Selling, general and
     administrative                            43,892            37,612           131,071           118,255
   Amortization of intangible assets            4,809             3,178            13,474             9,164
   Restructuring charges                           --                --            12,079             6,475
                                            ---------         ---------         ---------         ---------
Total operating costs and expenses            189,777           163,776           569,375           490,926
                                            ---------         ---------         ---------         ---------

Operating earnings                             54,999            56,763           135,857           136,052
Interest income                                   270               711             1,178             3,203
Interest expense                               (4,475)           (3,853)          (13,428)          (11,547)
                                            ---------         ---------         ---------         ---------
Income before income taxes                     50,794            53,621           123,607           127,708
Income taxes                                   18,286            20,427            45,591            49,136
                                            ---------         ---------         ---------         ---------
Net income                                  $  32,508         $  33,194         $  78,016         $  78,572
                                            =========         =========         =========         =========

Basic earnings per share                    $    0.27         $    0.28         $    0.65         $    0.66
                                            =========         =========         =========         =========

Diluted earnings per share                  $    0.27         $    0.27         $    0.64         $    0.64
                                            =========         =========         =========         =========
</TABLE>

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

                                       4
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                                  March 31,
                                                                                         ---------------------------
                                                                                            2003              2002
                                                                                         ---------         ---------
<S>                                                                                      <C>               <C>
Cash flows from operating activities:
Net income                                                                               $  78,016         $  78,572
Adjustments to reconcile net income to net cash provided by operating activities:
   Restructuring charge                                                                     12,079             6,475
   Depreciation and amortization                                                            36,223            29,249
   Deferred income tax provision                                                             3,499            10,168
   Change in operating assets and liabilities, net of effects from acquisitions            (11,305)          (35,472)
                                                                                         ---------         ---------
Net cash provided by operating activities                                                  118,512            88,992
                                                                                         ---------         ---------

Cash flows from investing activities:
   Acquisitions of businesses, net of cash acquired                                       (126,396)         (172,142)
   Purchase of intangible assets                                                           (23,925)           (6,593)
   Proceeds from dispositions, net of expenses paid                                           --                (521)
   Capital expenditures                                                                    (33,821)          (24,740)
   Change in other investments                                                              (2,203)           (4,419)
                                                                                         ---------         ---------
Net cash used in investing activities                                                     (186,345)         (208,415)
                                                                                         ---------         ---------

Cash flows from financing activities:
   Repayment of debt                                                                          --                (578)
   Proceeds from short-term borrowings                                                     248,000            35,000
   Repayment of short-term borrowings                                                     (143,000)             --
   Issuance of common stock                                                                  4,581             4,226
   Proceeds from exercise of stock options                                                   5,398             6,341
   Repurchases of common stock                                                             (33,410)           (2,684)
   Other                                                                                      (251)             --
                                                                                         ---------         ---------
Net cash provided by financing activities                                                   81,318            42,305
                                                                                         ---------         ---------

Net increase (decrease) in cash and cash equivalents                                        13,485           (77,118)

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

Cash and cash equivalents at end of period                                               $  91,856         $  82,281
                                                                                         =========         =========
</TABLE>

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


                                       5
<PAGE>
                     THE BISYS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

         RECLASSIFICATION
         Certain reclassifications have been made to the 2002 financial
         statements to conform to the 2003 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 sheet. The captions "insurance premiums and
         commissions receivable" and "insurance premiums and commissions
         payable" include insurance premiums and commissions arising from the
         Company's property and casualty brokerage division and commissions
         arising from the Company's life insurance brokerage division. In its
         capacity as a property and casualty wholesale broker, the Company
         collects premiums from other agents and brokers and, after deducting
         its commissions, remits the premiums to the respective insurers.
         Unremitted insurance premiums, included in cash and cash equivalents,
         are held in a fiduciary capacity and approximated $24.2 million at
         March 31, 2003. 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 and restricted stock purchase
         plans under the recognition and measurement principles of APB Opinion
         No. 25, "Accounting for Stock Issued to Employees." No stock-based
         employee compensation cost is reflected in net income, as all options
         granted under those plans had an exercise price equal to the market
         value of the underlying common stock on the date of grant. The
         following table presents the effect on net income and earnings per
         share if the Company had applied the fair value recognition provisions
         of FASB Statement No. 123, "Accounting for Stock-Based Compensation."

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                   Three Months Ended                Nine Months Ended
                                                        March 31,                        March 31,
                                                ---------------------------------------------------------
                                                  2003            2002             2003             2002
                                                -------         -------          -------          -------
<S>                                           <C>             <C>              <C>              <C>
Net income, as reported                         $32,508         $33,194          $78,016          $78,572

Deduct: Total stock-based employee
   compensation expense determined
   under fair value based method for
   all awards, net of related tax
   effects                                       (4,506)         (6,439)         (13,247)         (19,106)
                                                -------         -------          -------          -------

Pro forma net income                            $28,002         $26,755          $64,769          $59,466
                                                =======         =======          =======          =======

Earnings per share:
   Basic, as reported                           $  0.27           $0.28          $  0.65          $  0.66
                                                =======         =======          =======          =======
   Basic, pro forma                             $  0.24           $0.23          $  0.55          $  0.51
                                                =======         =======          =======          =======

   Diluted, as reported                         $  0.27           $0.27             0.64          $  0.64
                                                =======         =======          =======          =======
   Diluted, pro forma                           $  0.24           $0.22          $  0.54          $  0.49
                                                =======         =======          =======          =======
</TABLE>

         RECENT ACCOUNTING PRONOUNCEMENTS
         In December 2002, the Financial Accounting Standards Board (FASB)
         issued FAS 148, "Accounting for Stock-Based Compensation - Transition
         and Disclosure." FAS 148 amends FAS 123, "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, FAS 148 amends the
         disclosure requirements of FAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. The Company is currently evaluating
         the possibility of changing its method of accounting for stock-based
         employee compensation from the intrinsic value method to the fair value
         based method in fiscal 2004.

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

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

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

                                       7
<PAGE>

3.       COMPREHENSIVE INCOME

         The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
                                                         Three Months Ended            Nine Months Ended
                                                              March 31,                    March 31,
                                                      -----------------------       ----------------------
                                                        2003           2002           2003          2002
                                                      --------       --------       --------      --------
<S>                                                <C>            <C>            <C>           <C>
         Net income                                   $ 32,508       $ 33,194       $ 78,016      $ 78,572
         Foreign currency translation adjustment           (61)           (80)           134            (1)
                                                      --------       --------       --------      --------
           Total comprehensive income                 $ 32,447       $ 33,114       $ 78,150      $ 78,571
                                                      ========       ========       ========      ========
</TABLE>

4.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three and nine months ended
         March 31, 2003 and 2002 are as follows (in thousands, except per share
         amounts):

<TABLE>
<CAPTION>
                                                    Three Months Ended         Nine Months Ended
                                                        March 31,                  March 31,
                                                  ----------------------      ----------------------
                                                    2003          2002          2003          2002
                                                  --------      --------      --------      --------
<S>                                               <C>           <C>           <C>           <C>
         Basic EPS
         ---------
         Net income                               $ 32,508      $ 33,194      $ 78,016      $ 78,572
                                                  ========      ========      ========      ========

         Weighted average common shares
         outstanding                               119,565       118,945       119,501       118,224
                                                  ========      ========      ========      ========

         Basic earnings per share                 $   0.27      $   0.28      $   0.65      $   0.66
                                                  ========      ========      ========      ========

         Diluted EPS
         -----------
         Net income                               $ 32,508      $ 33,194      $ 78,016      $ 78,572
                                                  ========      ========      ========      ========

         Weighted average common shares
         outstanding                               119,565       118,945       119,501       118,224

         Assumed conversion of common shares
         issuable under stock option plans           1,206         5,226         2,127         5,202
                                                  --------      --------      --------      --------

         Weighted average common and common
         equivalent shares outstanding             120,771       124,171       121,628       123,426
                                                  ========      ========      ========      ========

         Diluted earnings per share               $   0.27      $   0.27      $   0.64      $   0.64
                                                  ========      ========      ========      ========
</TABLE>

         The effect of the assumed conversion of the convertible subordinated
         notes into common stock is not dilutive and therefore is excluded from
         the computation of diluted earnings per share.

                                       8
<PAGE>

         Certain stock options were not included in the computation of diluted
         EPS because the options' exercise prices were greater than the average
         market price of common shares during the period, as follows (in
         thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                         Three Months Ended                    Nine Months Ended
                                                             March 31,                             March 31,
                                                -------------------------------------  -----------------------------------
                                                      2003               2002                2003              2002
                                                -------------------------------------  -----------------------------------
<S>                                           <C>                <C>                <C>                 <C>
         Number of options excluded                   8,267              157                5,858               553

         Option price per share                 $16.00 to $35.30   $33.02 to $33.15    $21.25 to $35.30  $29.44 to $33.15

         Average market price of common shares
         for the period                              $15.84             $32.17              $19.36            $29.12
</TABLE>

5.       RESTRUCTURING CHARGES

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

         A summary of the restructuring charge activity for the nine months
         ended March 31, 2003 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                              Compensation-      Facilities-
                                                                 Related           Related          Total
                                                              -------------      -----------     -----------
<S>                                                            <C>                <C>              <C>
         Establishment of initial restructuring charge            $ 7,161            $ 4,918         $12,079
           accrual

         Payments                                                   5,984              2,555           8,539
                                                                  -------            -------         -------

           Balance at March 31, 2003                              $ 1,177            $ 2,363         $ 3,540
                                                                  =======            =======         =======
</TABLE>

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

6.       INTANGIBLE ASSETS AND GOODWILL

         INTANGIBLE ASSETS
         At March 31, 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                 $184,268            $(28,857)            $155,411
         Noncompete agreements              43,495             (10,492)              33,003
         Other                              22,070              (5,687)              16,383
                                          --------            --------             --------
           Total                          $249,833            $(45,036)            $204,797
                                          ========            ========             ========
</TABLE>

                                       9
<PAGE>

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

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

         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $4.8 million and $13.5 million for the three and nine months ended
         March 31, 2003 and $13.1 million for the year ended June 30, 2002.
         Estimated annual amortization expense is $19.1 million in fiscal 2003,
         $24.6 million in fiscal 2004, $24.0 million in fiscal 2005, $22.9
         million in fiscal 2006, and $21.5 million in fiscal 2007.

         GOODWILL
         The changes in the carrying amount of goodwill by business segment for
         the nine months ended March 31, 2003 are as follows (in thousands):

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

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

         Additions                               817             120,965                --               121,782
                                            --------            --------            --------            --------


         Balance, March 31, 2003            $312,619            $397,023            $ 35,390            $745,032
                                            ========            ========            ========            ========
</TABLE>

7.       BUSINESS COMBINATIONS

         On March 11, 2003, the Company acquired Capital Synergies, Inc. in a
         cash for assets transaction. Capital Synergies, Inc. is an insurance
         brokerage firm specializing in the wholesale distribution of
         traditional and variable life insurance, long-term care insurance and
         annuities. Pro forma information has not been presented due to a lack
         of materiality.

         On March 14, 2003, the Company acquired all of the equity interests of
         Tri-City Brokerage (Tri-City) in a cash for equity transaction,
         approximating $80.5 million. Tri-City is a San Francisco-based
         insurance brokerage firm specializing in the wholesale distribution of
         commercial property and casualty insurance products. The acquisition of
         Tri-City represents the Company's strategic entrance into the
         commercial property and casualty insurance market. The excess purchase
         price over the fair value of the net tangible assets acquired
         approximates $80.5 million and was allocated to intangible assets and
         goodwill based upon preliminary estimates of fair values. The Company
         has engaged a valuation consultant to determine the values associated
         with certain identifiable assets in connection with the purchase price
         allocation. The Company does not believe that the final purchase price
         allocation, which should be completed by the end of the current fiscal
         year, will differ significantly from the preliminary purchase price
         allocation. Tri-City's fair value of assets and liabilities, including
         transaction costs, were as follows (in thousands):

         Estimated fair value of assets acquired            $150,428
         Liabilities assumed                                  69,920
                                                            --------
           Net cash paid                                    $ 80,508
                                                            ========

                                       10
<PAGE>

         The following unaudited pro forma consolidated results of operations
         has been prepared as if the acquisition of Tri-City had occurred at the
         beginning of each period (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                    Three Months Ended                       Nine Months Ended
                                                        March 31,                                March 31,
                                               ----------------------------            ----------------------------
                                                 2003                2002                2003                2002
                                               --------            --------            --------            --------
<S>                                            <C>                 <C>                 <C>                 <C>
         Revenues                              $253,660            $229,795            $734,127            $651,397
         Net income                            $ 32,771            $ 33,806            $ 78,153            $ 77,854
         Diluted earnings per share            $   0.27            $   0.27            $   0.64            $   0.63
</TABLE>


         The operations of the acquired companies are included in the
         consolidated financial statements since the dates of acquisition.

8.       SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and nine
         months ended March 31, 2003 and 2002. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.
<TABLE>
<CAPTION>

                                                                                 (in thousands)
                                                             Three Months Ended                    Nine Months Ended
                                                                 March 31,                             March 31,
                                                    --------------------------------             -------------------------------
                                                        2003                  2002                  2003                  2002
                                                     ---------             ---------             ---------             ---------
<S>                                                <C>                   <C>                    <C>                  <C>
         Operating revenue:
         Investment Services                         $ 125,050             $ 112,060             $ 367,847             $ 325,143
         Insurance and Education Services               63,761                57,072               178,290               156,072
         Information Services                           55,965                51,407               159,095               145,763
                                                     ---------             ---------             ---------             ---------
         Total operating revenue                     $ 244,776             $ 220,539             $ 705,232             $ 626,978
                                                     =========             =========             =========             =========

         Operating income (loss):
         Investment Services                         $  20,167             $  20,029             $  54,123             $  52,954
         Insurance and Education Services               24,154                26,770                67,561                66,285
         Information Services                           15,779                14,681                42,009                38,506
         Corporate                                      (5,101)               (4,717)              (15,757)              (15,218)
                                                     ---------             ---------             ---------             ---------
            Total operating income                   $  54,999             $  56,763             $ 147,936             $ 142,527
                                                     =========             =========             =========             =========
</TABLE>

9.       DEFERRED COMPENSATION

         The Company has a deferred compensation plan (the "Plan") whereby
         certain compensation earned by a participant can be deferred and placed
         in an employee benefit trust, also known as a "rabbi trust." Under the
         Plan, the participant may choose from several investment designations,
         including shares of common stock of the Company. During the first
         quarter of fiscal 2003, the Company amended the Plan to make all
         participant deferrals that are designated in common stock of the
         Company irrevocable and to require that all future distributions of
         such designations be settled in shares of Company common stock.
         Accordingly, the Company has applied the provisions of Emerging Issues
         Task Force (EITF) 97-14, "Accounting for Deferred Compensation
         Arrangements Where Amounts Earned are Held in a Rabbi Trust and
         Invested." The EITF requires that employer stock held by the rabbi
         trust be classified as equity similar to the manner of accounting for
         treasury stock. Additionally, the EITF requires that the portion of the
         deferred compensation obligation that is required to be settled by the
         delivery of shares of employer stock be classified in equity. At March
         31, 2003, 345,212 shares, valued at $5.7 million, were held by the
         employee benefit trust and presented in the accompanying consolidated
         balance sheet as a contra-equity account. Additionally, $5.8 million
         has been classified as equity in the accompanying consolidated balance
         sheet and represents the deferred compensation obligation under the
         Plan that is designated in shares of Company common stock. Under the
         EITF, subsequent changes in the fair value of both the employer stock
         held in the rabbi trust and the deferred compensation obligation,
         representing amounts designated in shares of Company common stock, are
         not recognized.

                                       11
<PAGE>

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

The Company provides outsourcing solutions to and through financial
organizations. The following table presents the percentage of revenues
represented by each item in the Company's condensed consolidated statement of
operations for the periods indicated:
<TABLE>
<CAPTION>
                                                                 Three Months Ended                     Nine Months Ended
                                                                      March 31,                              March 31,
                                                              ------------------------                ------------------------
                                                              2003                2002                2003                2002
                                                              ----                ----                ----                ----
<S>                                                        <C>                 <C>                 <C>                 <C>
         Revenues                                               100%                100%                100%                100%
                                                               ----                ----                ----                ----
         Operating costs and expenses:
            Service and operating                              57.6                55.8                58.5                56.9
            Selling, general and administrative                17.9                17.1                18.6                18.9
            Amortization of intangible assets                   2.0                 1.4                 1.9                 1.5
            Restructuring charges                                --                  --                 1.7                 1.0
                                                               ----                ----                ----                ----
         Total operating costs and expenses                    77.5                74.3                80.7                78.3
                                                               ----                ----                ----                ----
         Operating earnings                                    22.5                25.7                19.3                21.7
         Interest income                                        0.1                 0.3                 0.2                 0.5
         Interest expense                                      (1.8)               (1.7)               (1.9)               (1.8)
                                                               ----                ----                ----                ----
         Income before income taxes                            20.8                24.3                17.6                20.4
         Income taxes                                           7.5                 9.3                 6.5                 7.9
                                                               ----                ----                ----                ----
         Net income                                            13.3%               15.0%               11.1%               12.5%
                                                               ====                ====                ====                ====
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 WITH THE THREE MONTHS ENDED
MARCH 31, 2002.

         Revenues increased 11.0% from $220.5 million for the three months ended
         March 31, 2002 to $244.8 million for the three months ended March 31,
         2003. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses. Internal revenue growth approximated 2% for the
         three months ended March 31, 2003 over the same period last year.

         Service and operating expenses increased 14.7% from $123.0 million for
         the three months ended March 31, 2002 to $141.1 million for the three
         months ended March 31, 2003 and increased as a percentage of revenues
         from 55.8% to 57.6%. The dollar increase resulted from additional costs
         associated with greater revenues. The increase as a percentage of
         revenues resulted from business acquisitions and changes in the mix of
         the Company's business.

         Selling, general and administrative expenses increased 16.7% from $37.6
         million during the three months ended March 31, 2002 to $43.9 million
         for the three months ended March 31, 2003 and increased as a percentage
         of revenues from 17.1% to 17.9%. The dollar increase resulted from
         additional costs associated with greater revenues.

         Amortization of intangible assets increased $1.6 million for the three
         months ended March 31, 2003 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         Interest income decreased $0.4 million for the three months ended March
         31, 2003 over the same period last year due to lower interest rates and
         reduced levels of interest-bearing assets.

         Interest expense increased $0.6 million for the three months ended
         March 31, 2003 over the same period last year primarily due to the
         interest costs associated with a higher level of outstanding borrowings
         under the Company's revolving credit facility.

         The income tax provision of $18.3 million for the three months ended
         March 31, 2003 decreased from $20.4 million for the three months ended
         March 31, 2002 due to lower taxable income and lower effective tax
         rate. The provision represents an effective tax rate of 36.0% and 38.1%
         for the periods ended March 31, 2003 and 2002, respectively. The
         reduced effective tax rate is primarily attributable to the impact of
         lower tax rates in


                                       12
<PAGE>

         foreign tax jurisdictions for recently acquired businesses and to
         recently enacted tax law changes that caused the Company to lower its
         estimate of the annual effective tax rate for fiscal 2003 from 37.5% to
         37.0%.

         Operating earnings, before amortization of intangibles, resulted in
         margins of 24.4% and 27.2% for the three months ended March 31, 2003
         and 2002, respectively. The margin decline was generally due to changes
         in the mix of business, the overall economic downturn that adversely
         impacted the Company's Investment Services segment, and the decline in
         sales of high-end insurance products and securities-related educational
         materials in the Insurance and Education Services segment.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2003 WITH THE NINE MONTHS ENDED
MARCH 31, 2002.

         Revenues increased 12.5% from $627.0 million for the nine months ended
         March 31, 2002 to $705.2 million for the nine months ended March 31,
         2003. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses.

         Service and operating expenses increased 15.6% from $357.0 million for
         the nine months ended March 31, 2002 to $412.8 million for the nine
         months ended March 31, 2003 and increased as a percentage of revenues
         from 56.9% to 58.5%. The dollar increase resulted from additional costs
         associated with greater revenues. The increase as a percentage of
         revenues resulted from business acquisitions and changes in the mix of
         the Company's business.

         Selling, general and administrative expenses increased 10.8% from
         $118.3 million during the nine months ended March 31, 2002 to $131.1
         million for the nine months ended March 31, 2003 and decreased as a
         percentage of revenues from 18.9% to 18.6%. The dollar increase
         resulted from additional costs associated with greater revenues.

         Amortization of intangible assets increased $4.3 million for the nine
         months ended March 31, 2003 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         Interest income decreased $2.0 million for the nine months ended March
         31, 2003 over the same period last year due to lower interest rates and
         reduced levels of interest-bearing assets.

         Interest expense increased $1.9 million for the nine months ended March
         31, 2003 over the same period last year primarily due to the interest
         costs associated with a higher level of outstanding borrowings under
         the Company's revolving credit facility.

         The income tax provision of $45.6 million for the nine months ended
         March 31, 2003 decreased from $49.1 million for the nine months ended
         March 31, 2002 due to lower taxable income and a lower effective tax
         rate. The provision represents an effective tax rate of 36.9% and 38.5%
         for the periods ended March 31, 2003 and 2002, respectively. The
         reduced effective tax rate is primarily attributable to the impact of
         lower tax rates in foreign tax jurisdictions for recently acquired
         businesses and to recently enacted tax law changes that caused the
         Company to lower its estimate of the annual effective tax rate for
         fiscal 2003 from 37.5% to 37.0%.

         Operating earnings, before amortization of intangibles and
         restructuring charges, resulted in margins of 22.9% and 24.2% for the
         nine months ended March 31, 2003 and 2002, respectively. The margin
         decline was generally due to changes in the mix of business, the
         overall economic downturn that adversely impacted the Company's
         Investment Services segment, and the decline in sales of high-end
         insurance products and securities-related educational materials in the
         Insurance and Education Services segment.

         The Company recorded pre-tax restructuring charges of $12.1 million and
         $6.5 million during the nine months ended March 31, 2003 and 2002,
         respectively. The restructuring charges relate to the integration,
         consolidation and relocation of certain business operations, primarily
         as a result of acquisition activity and the downsizing of certain areas
         in the investment, insurance, education, and check imaging businesses
         in fiscal 2003. The restructuring charge in the fiscal first quarter of
         2003 includes a provision of $7.2 million for severance-related costs
         for approximately 300 employees and $4.9 million for facility closure
         and related costs. At March 31, 2003, the remaining accrual amounts to
         $3.5 million and it is anticipated that all severance-related amounts
         and a substantial portion of the facility-related amounts will be
         expended by the end of the current fiscal year.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2003, the Company had cash and cash equivalents of $91.9
         million and negative working capital of $22.3 million. At March 31,
         2003, the Company had outstanding borrowings of $198.0 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 March 31, 2003. The facility is used to support the
         Company's working capital requirements and fund the Company's future
         acquisitions. The facility expires June 30, 2004.

         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 March 31, 2003, the Company had $2.3 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 to 1.00 at March 31, 2003, and the Company's
         maximum debt ratio may not exceed .50 to 1.00 under the terms of the
         revolving credit facility, as amended.

         Accounts receivable represented 46 and 50 days sales outstanding (DSO)
         at March 31, 2003 and June 30, 2002, respectively, based on quarterly
         revenues. The improvement in DSO is attributable to the Company's
         ongoing efforts to actively pursue collection of aged receivables and
         to establish billing and payment terms that are more favorable to the
         Company. The calculation of DSO for accounts receivable excludes
         insurance premiums and commissions receivable arising from the
         Company's insurance-related businesses. DSO is less relevant for this
         type of receivable because it includes premiums that are ultimately
         remitted to the insurer and not recognized as revenue. Additionally,
         certain life insurance commissions due from the insurance carriers have
         customary collection terms of up to twelve months.

         For the nine months ended March 31, 2003, operating activities provided
         cash of $118.5 million. Investing activities used cash of $186.3
         million, primarily for acquisition-related payments of $126.4 million,
         capital expenditures of $33.8 million, and purchases of intangibles of
         $23.9 million. Financing activities provided cash of $81.3 million,
         primarily comprised of net proceeds from short-term borrowings of
         $105.0 million, offset by repurchases of common stock of $33.4 million.

         At its August 15, 2002 meeting, the Board of Directors authorized a new
         stock buy-back program of up to $100 million to supersede and replace
         the prior program effective upon completion of an amendment to the
         Company's revolving credit facility modifying certain stock buy-back
         provisions. The amendment to the credit facility became effective on
         September 24, 2002. Through that date, the Company had purchased a
         total of approximately 4.25 million shares of its common stock under
         the prior stock buy-back program for $70.4 million. Between September
         24, 2002 and March 31, 2003, the Company purchased an additional 0.3
         million shares for $4.8 million under the new stock buy-back program.
         Purchases have occurred and are expected to continue to occur from
         time-to-time in the open market to offset the possible dilutive effect
         of shares issued under employee benefit plans, for possible use in
         future acquisitions, and for general and other corporate purposes.

SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three and nine
         months ended March 31, 2003 and 2002. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.

                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                                 (in thousands)
                                                               Three Months Ended                         Nine Months Ended
                                                                    March 31,                                  March 31,
                                                        -------------------------------             -------------------------------
                                                           2003                  2002                  2003                  2002
                                                        ---------             ---------             ---------             ---------
<S>                                                     <C>                   <C>                   <C>                   <C>
         Operating revenue:
            Investment Services                         $ 125,050             $ 112,060             $ 367,847             $ 325,143
            Insurance and Education Services               63,761                57,072               178,290               156,072
            Information Services                           55,965                51,407               159,095               145,763
                                                        ---------             ---------             ---------             ---------
              Total operating revenue                   $ 244,776             $ 220,539             $ 705,232             $ 626,978
                                                        =========             =========             =========             =========

         Operating income (loss):
            Investment Services                         $  20,167             $  20,029             $  54,123             $  52,954
            Insurance and Education Services               24,154                26,770                67,561                66,285
            Information Services                           15,779                14,681                42,009                38,506
            Corporate                                      (5,101)               (4,717)              (15,757)              (15,218)
                                                        ---------             ---------             ---------             ---------
              Total operating income                    $  54,999             $  56,763             $ 147,936             $ 142,527
                                                        =========             =========             =========             =========
</TABLE>

         Internal revenue growth (excluding acquisitions) for Investment
         Services, Insurance and Education Services, and Information Services
         approximated 2%, (6)%, and 9%, respectively, during the three months
         ended March 31, 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 believes the contractual
         nature of its business and its historical contract renewal experience
         generally provide a high level of stability and predictability to the
         amount and timing of its recurring revenue stream. The Company's
         internal revenue growth approximated 4% for the nine months ended March
         31, 2003 over the same period last year. The Company expects to achieve
         an overall annual internal growth rate of 3% to 5% in fiscal 2003 and
         8% to 10% in fiscal 2004, subject to continuing stability and moderate
         improvement in the capital markets. The annual internal growth rate, by
         segment, in fiscal 2004 is expected to be approximately 5% to 9% for
         Investment Services, 8% to 12% for Insurance and Education Services,
         and 8% to 10% for Information Services. Factors that are expected to
         contribute to the improved growth in the Investment Services and
         Insurance and Education Services business segments include recently
         signed new business in both segments and the anniversary of comparisons
         to the strong sales of high-end insurance products that occurred in
         fiscal 2002 in the Insurance Services division.

         Revenue in the Investment Services business segment increased $13.0
         million, or 11.6%, during the three months ended March 31, 2003, over
         the same period last year. The revenue increase was due to recent
         acquisitions and internal growth of approximately 2%. Operating income
         in the Investment Services business segment increased $0.1 million, or
         0.7%, during the fiscal third quarter. Operating margins were 16.1% and
         17.9% for the three months ended March 31, 2003 and 2002, respectively.
         The margin primarily decreased due to the adverse impact that the
         overall market decline had on revenue derived from equity-based funds
         under administration in the Fund Services division.

         Revenue in the Insurance and Education Services business segment
         increased $6.7 million, or 11.7%, during the three months ended March
         31, 2003, over the same period last year. The revenue increase was due
         to acquisitions offset by a decline in internal revenue of 6%. The
         decrease in internal revenue was due to the decline in sales of
         high-end products in the Insurance Services division and the adverse
         impact of the overall economic downturn on sales of securities-related
         educational materials in the Education Services division. Operating
         income in the Insurance and Education Services business segment
         decreased $2.6 million, or 9.8%, during the fiscal third quarter.
         Operating margins were 37.9% and 46.9% for the three months ended March
         31, 2003 and 2002, respectively. Margins decreased in the fiscal third
         quarter primarily due to the same factors that resulted in the decline
         in internal revenue.

         Revenue in the Information Services business segment increased $4.6
         million, or 8.9%, during the three months ended March 31, 2003, over
         the same period last year. The revenue increase was due to sales to new
         clients, existing client growth, and cross sales of ancillary products
         and services to existing clients. Operating income in the Information
         Services business segment increased $1.1 million, or 7.5%, during the
         fiscal third quarter. Operating margins were 28.2% and 28.6% for the
         three months ended March 31, 2003 and 2002, respectively.

                                       15
<PAGE>

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

         Assets by business segment and for corporate operations at March 31,
         2003 and June 30, 2002 are presented below (in thousands):
<TABLE>
<CAPTION>
                                                      March 31,             June 30,
                                                        2003                  2002
                                                     ----------            ----------
<S>                                                <C>                   <C>
         Investment Services                         $  597,182            $  567,604
         Insurance and Education Services               713,738               488,244
         Information Services                           136,882               133,444
         Corporate                                       40,840                56,859
                                                     ----------            ----------
           Total assets                              $1,488,642            $1,246,151
                                                     ==========            ==========
</TABLE>

         Assets increased approximately 46% in the Insurance and Education
         Services segment primarily as a result of the five acquisitions
         consummated during the nine months ended March 31, 2003.

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 (SEC), the
         Company does not undertake any obligation to update or revise publicly
         any forward-looking statements, whether as a result of new information,
         future events, changes in assumptions or otherwise. Although the
         Company believes that its plans, intentions, and expectations reflected
         in or suggested by the forward-looking statements made in this report
         are reasonable, there can be no assurance that such plans, intentions
         or expectations will be achieved.

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

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

                                       16
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2002, the Financial Accounting Standards Board (FASB)
         issued FAS 148, "Accounting for Stock-Based Compensation - Transition
         and Disclosure." FAS 148 amends FAS 123, "Accounting for Stock-Based
         Compensation," to provide alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, FAS 148 amends the
         disclosure requirements of FAS 123 to require prominent disclosures in
         both annual and interim financial statements about the method of
         accounting for stock-based employee compensation and the effect of the
         method used on reported results. The Company is currently evaluating
         the possibility of changing its method of accounting for stock-based
         employee compensation from the intrinsic value method to the fair value
         based method in fiscal 2004. The additional information required by FAS
         148 has been included in footnote 1 to the condensed consolidated
         financial statements.

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


                                       17
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

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

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



                                       18
<PAGE>
                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS

                  Exhibit 99 - Certifications Pursuant to 18 U.S.C. Section
                  1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act
                  of 2002

          (B)     REPORTS ON FORM 8-K

                  A current report on Form 8-K, dated April 8, 2003, was filed
                  with the Securities and Exchange Commission on April 8, 2003
                  (Item 7 and information required by Item 12 furnished under
                  Item 9 pursuant to SEC interim filing guidance dated March 27,
                  2003) to report on the announcement of updated earnings
                  guidance for the fiscal quarter ended March 31, 2003 and the
                  fiscal year ended June 30, 2003.

                  A current report on Form 8-K, dated April 22, 2003, was filed
                  with the Securities and Exchange Commission on April 22, 2003
                  (Item 7 and information required by Item 12 furnished under
                  Item 9 pursuant to SEC interim filing guidance dated March 27,
                  2003) to report on the announcement of the Company's financial
                  results for the fiscal quarter ended March 31, 2003.


                                       19
<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:  May 13, 2003               By:   /s/ Andrew C. Corbin
      ---------------                   -------------------------------------

                                       Andrew C. Corbin
                                       Executive Vice President and Chief
                                       Financial Officer
                                       (Duly Authorized Officer)


                                       20
<PAGE>
                                 CERTIFICATIONS

I, Dennis R. Sheehan, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>
                                 CERTIFICATIONS

I, Andrew C. Corbin, certify that:

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

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

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

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

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

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

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

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

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

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

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

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

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<PAGE>
                              THE BISYS GROUP, INC.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                                                                             Page

<S>                                                                                                  <C>
         (99)     Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                  to Section 906 of Sarbanes-Oxley Act of 2002............................................24
</TABLE>

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