<PAGE>

--------------------------------------------------------------------------------

                       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, 2002

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

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 0-19922

                              THE BISYS GROUP, INC.

             (Exact name of registrant as specified in its charter)

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

                       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, 2002, THERE WERE 119,333,877 SHARES OF COMMON STOCK, PAR VALUE
$0.02 PER SHARE, OF THE REGISTRANT OUTSTANDING.


                        This document contains 16 pages.

--------------------------------------------------------------------------------
<PAGE>


                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q



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

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheet as of March 31, 2002
                      and June 30, 2001                                                                            3

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

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

                  Notes to Condensed Consolidated Financial Statements                                             6


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


PART II.  OTHER INFORMATION

         Item 2.   Changes in Securities and Use of Proceeds                                                      15

         Item 6.  Exhibits and Reports on Form 8-K                                                                15

SIGNATURES                                                                                                        16

</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,
                                                                                           2002                2001
                                                                                    -----------------    ----------------
<S>                                                                                  <C>                  <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                          $      82,281       $      159,399
  Accounts receivable, net                                                                 188,613              148,068
  Deferred tax asset                                                                        17,080               13,530
  Other current assets                                                                      37,938               26,794
                                                                                     -----------------    ----------------
     Total current assets                                                                  325,912              347,791
  Property and equipment, net                                                               86,580               76,831
  Goodwill                                                                                 529,058              404,223
  Intangible assets, net                                                                   158,039              123,002
  Other assets                                                                              54,824               51,354
                                                                                     -----------------    ----------------
     Total assets                                                                    $   1,154,413        $   1,003,201
                                                                                     =================    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt                                               $           -        $         145
  Short-term borrowings                                                                     35,000                    -
  Accounts payable                                                                          18,547               13,354
  Other current liabilities                                                                136,560              140,189
                                                                                     -----------------    ----------------
     Total current liabilities                                                             190,107              153,688
  Long-term debt                                                                           300,000              300,433
  Deferred tax liability                                                                    17,561               12,205
  Other liabilities                                                                         11,890                8,925
                                                                                     -----------------    ----------------
     Total liabilities                                                                     519,558              475,251
                                                                                     -----------------    ----------------

Stockholders' equity:
  Common stock, $.02 par value, 320,000,000 and 160,000,000 shares authorized,
  119,142,965 and 58,422,269 shares issued and outstanding                           $       2,383        $       1,168
  Additional paid-in capital                                                               358,983              318,958
  Retained earnings                                                                        285,072              219,406
  Less notes receivable from stockholders                                                  (10,776)             (10,776)
  Accumulated other comprehensive income (loss)                                               (807)                (806)
                                                                                     -----------------    ----------------
     Total stockholders' equity                                                            634,855              527,950
                                                                                     -----------------    ----------------
     Total liabilities and stockholders' equity                                      $   1,154,413        $   1,003,201
                                                                                     =================    ================
</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,
                                      ---------------------------------------    --------------------------------------
                                                                As Adjusted*                               As Adjusted*
                                          2002         2001         2001            2002         2001          2001
                                          ----         ----         ----            ----         ----          ----
<S>                                     <C>          <C>        <C>               <C>          <C>          <C>
Revenues                                $  220,539   $ 177,359  $   177,359       $  626,978   $  507,103   $  507,103
                                       ------------ ----------- -------------    ------------ ------------ -------------
Operating costs and expenses:
  Service and operating                    122,986      98,276       98,276          357,032      292,574      292,574
  Selling, general and administrative       37,612      32,077       32,077          118,255       97,544       97,544
  Amortization of goodwill                       -       2,791            -                -        8,369            -
  Amortization of intangible assets          3,178       2,329        2,329            9,164        6,270        6,270
  Restructuring charges                          -           -            -            6,475        4,245        4,245
                                       ------------ ----------- -------------    ------------ ------------ -------------
                                           163,776     135,473      132,682          490,926      409,002      400,633
                                       ------------ ----------- -------------    ------------ ------------ -------------

Operating earnings                          56,763      41,886       44,677          136,052       98,101      106,470
Interest expense, net                        3,142       1,133        1,133            8,344        4,763        4,763
                                       ------------ ----------- -------------    ------------ ------------ -------------
Income before income taxes                  53,621      40,753       43,544          127,708       93,338      101,707
Income taxes                                20,427      16,098       16,873           49,136       36,869       39,411
                                       ------------ ----------- -------------    ------------ ------------ -------------
Net income                             $    33,194   $  24,655  $    26,671      $    78,572  $    56,469  $    62,296
                                       ============ =========== =============    ============ ============ =============

Basic earnings per share               $      0.28   $    0.21  $      0.23      $      0.66   $     0.50  $      0.55
                                       ============ =========== =============    ============ ============ =============

Diluted earnings per share             $      0.27   $    0.20  $      0.22      $      0.64   $     0.47  $      0.52
                                       ============ =========== =============    ============ ============ =============
</TABLE>

* As adjusted amounts exclude goodwill amortization and related tax effects.






    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,
                                                                                      ----------------------------------
                                                                                           2002               2001
                                                                                           ----               ----
<S>                                                                                   <C>                <C>
Cash flows from operating activities:
Net income                                                                            $     78,572       $     56,469
Adjustments to reconcile net income to net cash provided by operating activities:
  Restructuring charge                                                                       6,475              4,245
  Depreciation and amortization                                                             29,249             30,925
  Deferred income tax provision                                                             10,168              9,021
  Change in operating assets and liabilities, net of effects from acquisitions             (35,472)           (22,354)
                                                                                      ---------------    ---------------
Net cash provided by operating activities                                                   88,992             78,306
                                                                                      ---------------    ---------------

Cash flows from investing activities:
  Acquisitions of businesses, net of cash acquired                                        (172,142)           (64,738)
  Proceeds from dispositions, net of expenses paid                                            (521)            (1,682)
  Capital expenditures, net                                                                (24,740)           (21,212)
  Change in other investments                                                               (4,419)            (3,684)
  Purchase of intangible assets, net                                                        (6,593)            (2,027)
                                                                                      ---------------    ---------------
Net cash used in investing activities                                                     (208,415)           (93,343)
                                                                                      ---------------    ---------------

Cash flows from financing activities:
  Repayment of debt                                                                           (578)                 -
  Proceeds from short-term borrowings                                                       35,000             52,800
  Repayment of short-term borrowings                                                             -           (167,800)
  Proceeds from convertible debt offering, net of expenses paid                                  -            292,050
  Issuance of common stock                                                                   4,226              3,065
  Proceeds from exercise of stock options, net of taxes paid                                 6,341             20,970
  Repurchases of common stock                                                               (2,684)                 -
  Other                                                                                          -                292
                                                                                      ---------------    ---------------
Net cash provided by financing activities                                                   42,305            201,377
                                                                                      ---------------    ---------------

Net increase (decrease) in cash and cash equivalents                                       (77,118)           186,340

Cash and cash equivalents at beginning of period                                           159,399             70,177
                                                                                      ---------------    ---------------

Cash and cash equivalents at end of period                                            $     82,281       $    256,517
                                                                                      ===============    ===============
</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.       THE COMPANY

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

         The condensed consolidated financial statements include the accounts of
         The BISYS Group, Inc. and its subsidiaries and have been prepared
         consistent with the accounting policies reflected in the 2001 Annual
         Report on Form 10-K filed with the Securities and Exchange Commission
         and should be read in conjunction therewith. The condensed consolidated
         financial statements include all adjustments (consisting only of normal
         recurring adjustments) which are, in the opinion of management,
         necessary to present fairly this information.

         Certain reclassifications have been made to the 2001 condensed
         consolidated financial statements to conform to the 2002 presentation.

2.       USE OF ESTIMATES

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

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

<TABLE>
<CAPTION>
                                                           Three Months Ended                  Nine Months Ended
                                                               March 31,                           March 31,
                                                         2002              2001              2002              2001
                                                         ----              ----              ----              ----

         <S>                                         <C>               <C>              <C>                <C>
         Net income                                  $     33,194      $    24,655      $      78,572      $     54,469
         Foreign currency translation adjustment             (80)             (367)               (1)             (578)
                                                     --------------    -------------    ---------------    -------------
              Total comprehensive income             $     33,114      $    24,288      $      78,571      $     53,891
                                                     ==============    =============    ===============    =============
</TABLE>

4.       STOCK SPLIT

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



                                       6
<PAGE>
5.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three and nine months ended
         March 31, 2002 and 2001 are as follows (in thousands, except per share
         amounts):
<TABLE>
<CAPTION>

                                                Three Months Ended                             Nine Months Ended
                                                     March 31,                                     March 31,
                                     ------------------------------------------   --------------------------------------------
                                                                  As Adjusted*                                  As Adjusted*
                                         2002          2001           2001            2002           2001           2001
                                         ----          ----           ----            ----           ----           ----
    <S>                              <C>           <C>                  <C>      <C>             <C>            <C>
    BASIC EPS
    Net income                       $     33,194  $     24,655   $     26,671    $     78,572   $     56,469   $     62,296
                                     ============= =============  =============   =============  =============  ==============

    Weighted average common shares
    outstanding                           118,945       114,735        114,735         118,224        113,931        113,931
                                     ============= =============  =============   =============  =============  ==============

    Basic earnings per share         $       0.28  $       0.21   $       0.23    $       0.66   $       0.50   $       0.55
                                     ============= =============  =============   =============  =============  ==============

    DILUTED EPS
    Net income                       $     33,194  $     24,655   $     26,671    $     78,572   $     56,469   $     62,296
                                     ============= =============  =============   =============  =============  ==============

    Weighted average common shares
    outstanding                           118,945       114,735        114,735         118,224        113,931        113,931

    Assumed conversion of common
    shares issuable under stock
    option plans                            5,226         5,911          5,911           5,202          5,621          5,621
                                     ------------- -------------  -------------   -------------  -------------  --------------

    Weighted average common and
    common equivalent shares
    outstanding                           124,171       120,646        120,646         123,426        119,552        119,552
                                     ============= =============  =============   =============  =============  ==============

    Diluted earnings per share        $      0.27  $       0.20    $      0.22    $       0.64   $       0.47   $       0.52
                                     ============= =============  =============   =============  =============  ==============
</TABLE>

  * As adjusted amounts exclude goodwill amortization and related tax effects.


         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                    Nine Months Ended
                                                    March 31,                             March 31,
                                      -----------------------------------------------------------------------------
                                             2002               2001               2002                2001
                                             ----               ----               ----                ----
<S>                                          <C>                 <C>                <C>                <C>
         Number of options excluded          157                 275                553                358

         Option price per share        $33.02 to $33.15   $25.53 to $28.03   $29.44 to $33.15    $21.50 to $28.03

         Average market price of
         common shares for the period       $32.17             $24.97             $29.12              $21.42
</TABLE>



                                       7
<PAGE>

6.       RESTRUCTURING CHARGES

         During the fiscal first quarter, the Company recorded a pre-tax
         restructuring charge of $6.5 million in connection with the
         integration, consolidation and relocation of certain business
         operations. The restructuring and integration activities are primarily
         due to the acquisitions consummated by the Company in the fourth
         quarter of fiscal 2001. The restructuring charge includes a provision
         of $4.2 million for severance-related costs for approximately 200
         employees and $2.3 million for facility closure and related costs.
         Additionally, goodwill initially recorded in connection with the
         acquisitions of Boston Institutional Group, Inc. (BIG) and Universal
         Pensions, Inc. (UPI) was increased by $3.2 million, after related tax
         effects, to reflect additional severance-related costs and facility
         closure costs identified in those business units.

         At March 31, 2002 the remaining accrual approximates $1.3 million, and
         it is anticipated that all amounts will be expended by the end of the
         current fiscal year.

7.       ADOPTION OF NEW ACCOUNTING STANDARDS

         In June 2001, the Financial Accounting Standards Board issued FAS 141,
         "Business Combinations" and FAS 142, "Goodwill and Other Intangible
         Assets." FAS 141 addresses the financial accounting and reporting for
         business combinations. This new standard requires that all business
         combinations be accounted for by the purchase method and intangible
         assets be recognized as assets apart from goodwill. The provisions of
         FAS 141 are effective for all business combinations initiated after
         June 30, 2001 and for all business combinations accounted for using the
         purchase method for which the date of acquisition is July 1, 2001 or
         later.

         FAS 142 addresses financial accounting for goodwill and other
         intangible assets subsequent to their acquisition. FAS 142 requires
         that a recognized intangible asset be amortized over its useful life
         unless that life is determined to be indefinite. FAS 142 also requires
         that goodwill not be amortized but tested for impairment on an annual
         basis and between annual tests in certain circumstances. The provisions
         of FAS 142 are effective for fiscal years beginning after December 15,
         2001. Earlier application is permitted for entities with fiscal years
         beginning after March 15, 2001.

         The Company adopted both FAS 141 and 142 as of July 1, 2001, the
         beginning of its new fiscal year. The Company completed testing of
         goodwill impairment for each of its reporting units as required by FAS
         142 and determined there were no goodwill impairment losses that should
         be recognized. The Company also determined that no reclassifications
         between goodwill and intangible assets were required based upon the
         guidance in FAS 142. Information pertaining to intangible assets and
         goodwill and the effects of adopting FAS 142 are presented below.

         INTANGIBLE ASSETS
         At March 31, 2002, acquired intangible assets were comprised of the
following:
<TABLE>
<CAPTION>
                                                        Gross Carrying           Accumulated
                                                            Amount               Amortization        Net Book Value
                                                      --------------------    -------------------    ----------------
<S>                                                     <C>                     <C>                    <C>
         Customer related                               $    126,977            $    (17,262)          $  109,715
         Noncompete Agreements                                36,909                  (6,841)              30,068
         Other                                                22,070                  (3,814)              18,256
                                                      ----------------        ----------------       ---------------
              Total                                     $    185,956            $    (27,917)          $  158,039
                                                      ================        ================       ===============
</TABLE>
         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $3.2 million and $9.2 million for the three and nine months ended March
         31, 2002.



                                       8
<PAGE>

         Estimated amortization expense for the current fiscal year and the
succeeding four years is as follows:

               Fiscal Year Ended
                   June 30,                     Amount
         ------------------------------    ------------------

                     2002                        13,342
                     2003                        16,353
                     2004                        16,353
                     2005                        15,533
                     2006                        14,462

         GOODWILL
         The changes in the carrying amount of goodwill by business segment for
         the nine months ended March 31, 2002 are as follows:
<TABLE>
<CAPTION>

                                               Investment          Insurance &         Information
                                                Services       Education Services       Services           Total
                                             ----------------  --------------------  ----------------  ---------------
         <S>                                 <C>                 <C>                 <C>                <C>
         Balance, July 1, 2001               $     150,322       $       218,511     $        35,390    $   404,223

         Additions                                  93,273                31,928                   -        125,201

         Reductions attributable to tax
         benefits from stock option
         exercises                                    (366)                    -                   -           (366)
                                             ----------------  --------------------  ----------------  ---------------

         Balance, March 31, 2002             $     243,229       $       250,439     $        35,390    $   529,058
                                             ================  ====================  ================  ===============
</TABLE>

         The following information reflects adjustments to exclude goodwill
         amortization expense and related tax effects:
<TABLE>
<CAPTION>
                                                                For the Three Months        For the Nine Months Ended
                                                                   Ended March 31,                  March 31,
                                                                 2002          2001            2002           2001
                                                             ------------- --------------  -------------  -------------
        <S>                                                  <C>           <C>             <C>            <C>
        Net income:
             Reported net income                              $   33,194    $   24,655      $   78,572     $   56,469
             Add back: Goodwill amortization, net of taxes          -            2,016            -             5,827
                                                             ------------- --------------  -------------  -------------
             Adjusted net income                              $   33,194    $   26,671      $   78,572     $   62,296
                                                             ============= ==============  =============  =============

        Basic earnings per share:
             Reported net income                             $      0.28   $      0.21     $      0.66    $      0.50
             Add back: Goodwill amortization, net of taxes          -             0.02            -              0.05
                                                             ------------- --------------  -------------  -------------
             Adjusted net income                             $      0.28   $      0.23     $      0.66    $      0.55
                                                             ============= ==============  =============  =============

        Diluted earnings per share:
             Reported net income                             $      0.27   $      0.20     $      0.64    $      0.47
             Add back: Goodwill amortization, net of taxes          -             0.02            -              0.05
                                                             ------------- --------------  -------------  -------------
             Adjusted net income                             $      0.27   $      0.22     $      0.64    $      0.52
                                                             ============= ==============  =============  =============
</TABLE>

8.       BUSINESS COMBINATIONS

         On March 21, 2002, the Company acquired a majority interest in the
         Hemisphere Group of Companies (Hemisphere) in a cash for equity
         transaction approximating $124 million. Hemisphere is a Bermuda-based
         hedge fund administrator and primarily conducts operations in Bermuda,
         Europe, and the United States. Pro forma information has not been
         presented due to a lack of materiality. The acquisition was recorded
         under the purchase method of accounting. The excess purchase price over
         the fair value of the net tangible assets acquired



                                       9
<PAGE>

         approximates $124 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 intangible assets in connection with the
         purchase price allocation. The Company does not believe that the final
         purchase price allocations, which should be completed by the end of the
         current fiscal year, will differ significantly from the preliminary
         purchase price allocation. Hemisphere's fair value of assets and
         liabilities, including transaction costs, were as follows (in
         thousands):

         Estimated fair value of assets acquired              $       136,497
         Liabilities assumed                                           12,978
                                                              ----------------
                  Net cash paid                               $       123,519
                                                              ================

         The Company has agreed to acquire the remaining nominal minority
         interests of Hemisphere in June 2002 for approximately $6.8 million.

         On February 7, 2002, the Company completed its acquisition of The
         Hanleigh Companies (Hanleigh) in a cash for equity transaction that was
         accounted for by the purchase method of accounting. Hanleigh,
         headquartered in Montvale, New Jersey, is an insurance brokerage firm
         specializing in high-end disability products. Pro forma information has
         not been presented due to a lack of materiality.

9.       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, 2002 and 2001. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.
         Additionally, adjusted information has been presented for the three and
         nine months ended March 31, 2002 to exclude goodwill amortization for
         comparison purposes.
<TABLE>
<CAPTION>
                                                                             (in thousands)
                                                       Three Months Ended                      Nine Months Ended
                                                            March 31,                              March 31,
                                              --------------------------------------  ------------------------------------
                                                                            As                                     As
                                                                         Adjusted                               Adjusted
                                                 2002         2001         2001          2002        2001         2001
                                                 ----         ----         ----          ----        ----         ----
       <S>                                     <C>         <C>          <C>            <C>         <C>          <C>
       Operating revenue:
          Investment Services                  $ 112,060   $   89,027   $   89,027     $ 325,143   $ 259,643    $ 259,643
          Insurance and Education Services        57,072       42,244       42,244       156,072     117,433      117,433
          Information Services                    51,407       46,088       46,088       145,763     130,027      130,027
                                              ------------ -----------  ------------  ----------- -----------  -----------
            Total operating revenue            $ 220,539    $ 177,359    $ 177,359     $ 626,978   $ 507,103    $ 507,103
                                              ============ ===========  ============  =========== ===========  ===========
       Operating income:
          Investment Services                  $  20,029    $  16,412    $  16,970     $  52,954   $  41,244    $  42,919
          Insurance and Education Services        26,770       17,435       19,021        66,285      42,005       46,783
          Information Services                    14,681       12,215       12,862        38,506      31,601       33,517
          Corporate                               (4,717)      (4,176)      (4,176)      (15,218)    (12,504)     (12,504)
                                              ------------ -----------  ------------  ----------- -----------  -----------
            Total operating income             $  56,763    $  41,886    $  44,677     $ 142,527   $ 102,346    $ 110,715
                                              ============ ===========  ============  =========== ===========  ===========
</TABLE>



                                       10
<PAGE>

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

The Company provides outsourcing solutions to and through financial
organizations. The following table presents the percentage of revenues
represented by each item in the Company's condensed consolidated statement of
operations for the periods indicated:
<TABLE>
<CAPTION>
                                                              Three Months Ended                    Nine Months Ended
                                                                  March 31,                             March 31,
                                                       ---------------------------------     ---------------------------------
                                                            2002              2001               2002               2001
                                                            ----              ----               ----               ----
<S>                                                        <C>                <C>                <C>               <C>
Revenues                                                   100.0%             100.0%             100.0%            100.0%
                                                       ---------------    --------------     --------------    ---------------

Operating costs and expenses:
  Service and operating                                     55.8               55.4               56.9              57.7
  Selling, general and administrative                       17.1               18.1               18.9              19.3
  Amortization of goodwill                                   -                  1.6                -                 1.7
  Amortization of intangible assets                          1.4                1.3                1.5               1.2
  Restructuring charges                                      -                  -                  1.0               0.8
                                                       ---------------    --------------     --------------    ---------------
                                                            74.3               76.4               78.3              80.7
                                                       ---------------    --------------     --------------    ---------------
Operating earnings                                          25.7               23.6               21.7              19.3
Interest expense, net                                        1.4                0.6                1.3               0.9
                                                       ---------------    --------------     --------------    ---------------
Income before income taxes                                  24.3               23.0               20.4              18.4
Income taxes                                                 9.3                9.1                7.9               7.3
                                                       ---------------    --------------     --------------    ---------------
Net income                                                  15.0%              13.9%              12.5%             11.1%
                                                       ===============    ==============     ==============    ===============
</TABLE>

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

         Revenues increased 24.4% from $177.4 million for the three months ended
         March 31, 2001 to $220.5 million for the three months ended March 31,
         2002. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business. Internal
         revenue growth approximated 13% for the three months ended March 31,
         2002.

         Service and operating expenses increased 25.1% from $98.3 million for
         the three months ended March 31, 2001 to $123.0 million for the three
         months ended March 31, 2002 and increased as a percentage of revenues
         from 55.4% to 55.8%. The dollar increase resulted from additional costs
         associated with greater revenues.

         Selling, general and administrative expenses increased 17.3% from $32.1
         million during the three months ended March 31, 2001 to $37.6 million
         for the three months ended March 31, 2002 and decreased as a percentage
         of revenues from 18.1% to 17.1%. The dollar increase resulted from
         additional costs associated with greater revenues.

         The Company adopted FAS 142, "Goodwill and Other Intangible Assets,"
         effective July 1, 2001, which requires that goodwill not be amortized.
         See note 7 to the financial statements.

         Amortization of intangible assets increased $0.8 million for the three
         months ended March 31, 2002 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $20.4 million for the three months ended
         March 31, 2002 increased from $16.1 million for the three months ended
         March 31, 2001 due to higher taxable income. The provision represents
         an effective tax rate of 38.1% and 39.5% for periods ended March 31,
         2002 and 2001, respectively. The reduced effective tax rate is
         attributable to the tax effects associated with the discontinuance of
         goodwill amortization and the impact of lower tax rates in foreign tax
         jurisdictions for recently acquired businesses.




                                       11
<PAGE>

         Operating results, before amortization of intangibles and restructuring
         charges, resulted in margins of 27.2% and 26.5% for the three months
         ended March 31, 2002 and 2001, respectively. The margin expansion was
         due to moderate internal growth, improved operating leverage through
         cost efficiencies and increased volumes, and faster growth from the
         higher-margin Insurance and Education Services Group.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2002 WITH THE NINE MONTHS ENDED
MARCH 31, 2001.

         Revenues increased 23.6% from $507.1 million for the nine months ended
         March 31, 2001 to $627.0 million for the nine months ended March 31,
         2002. This growth was derived from sales to new clients, existing
         client growth, cross sales to existing clients and revenues from
         acquired businesses, partially offset by lost business.

         Service and operating expenses increased 22.0% from $292.6 million for
         the nine months ended March 31, 2001 to $357.0 million for the nine
         months ended March 31, 2002 and decreased as a percentage of revenues
         from 57.7% to 56.9%. The dollar increase resulted from additional costs
         associated with greater revenues. The percentage decrease resulted from
         implementation of an expense reduction plan that slowed discretionary
         spending.

         Selling, general and administrative expenses increased 21.2% from $97.5
         million during the nine months ended March 31, 2001 to $118.3 million
         for the nine months ended March 31, 2002 and decreased as a percentage
         of revenues from 19.3% to 18.9%. The decrease as a percentage of
         revenues resulted from further utilization of existing general and
         administrative support resources.

         The Company adopted FAS 142, "Goodwill and Other Intangible Assets,"
         effective July 1, 2001, which requires that goodwill not be amortized.
         See note 7 to the financial statements.

         Amortization of intangible assets increased $2.9 million for the nine
         months ended March 31, 2002 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $49.1 million for the nine months ended
         March 31, 2002 increased from $36.9 million for the nine months ended
         March 31, 2001 due to higher taxable income. The provision represents
         an effective tax rate of 38.5% and 39.5% for periods ended March 31,
         2002 and 2001, respectively. The reduced effective tax rate is
         primarily attributable to the tax effects associated with the
         discontinuance of goodwill amortization and the impact of lower tax
         rates in foreign tax jurisdictions for recently acquired businesses.

         Operating results, before amortization of intangibles and restructuring
         charges, resulted in margins of 24.2% and 23.1% for the nine months
         ended March 31, 2002 and 2001, respectively. The margin expansion was
         due to moderate internal growth, improved operating leverage through
         cost efficiencies and increased volumes, and faster growth from the
         higher-margin Insurance and Education Services Group.

         The Company recorded a pre-tax restructuring charge of $6.5 million and
         $4.2 million during the nine months ended March 31, 2002 and 2001,
         respectively. The restructuring charges relate to the integration,
         consolidation, and relocation of certain business operations, primarily
         as a result of acquisition activity. The restructuring charge in the
         fiscal first quarter of 2002 includes a provision of $4.2 million for
         severance-related costs for approximately 200 employees and $2.3
         million for facility closure and related costs. At March 31, 2002, the
         remaining accrual approximates $1.3 million, and it is anticipated that
         all amounts will be expended by the end of the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2002, the Company had cash and cash equivalents of $82.3
         million and working capital of $135.8 million. At March 31, 2002, the
         Company had outstanding borrowings of $35.0 million against its
         revolving credit facility to fund acquisitions and had $2.6 million
         outstanding in letters of credit. The credit facility bears interest at
         LIBOR plus a margin of 0.65%

         In March 2001, the Company issued $300 million of convertible
         subordinated Notes due March 2006. The Notes bear interest at 4% and
         require semiannual interest payments in the months of March and
         September. The Notes



                                       12
<PAGE>

         are convertible at any time at the option of the holder into shares of
         the Company's common stock at a conversion price of $33.40 per share,
         subject to adjustment under certain conditions. At the Company's
         option, subject to the terms of its existing revolving credit facility
         agreement, the Notes are redeemable on or after March 2004 at a premium
         price of 101% declining to par in March 2005 and thereafter.

         Accounts receivable represented 77 and 69 days sales outstanding (DSO)
         at March 31, 2002 and June 30, 2001, respectively, based on quarterly
         revenues. The increase in DSO is primarily due to certain annual
         billings that occur in the first quarter of the calendar year and a
         higher DSO associated with commission receivables in the Insurance and
         Education Services business segment. Due to this segment's faster
         growth, its receivables represent a greater percentage of outstanding
         receivables at March 31, 2002 compared to June 30, 2001.

         For the nine months ended March 31, 2002, operating activities provided
         cash of $89.0 million. Investing activities used cash of $208.4
         million, primarily for acquisition-related payments of $172.1 million,
         capital expenditures of $24.7 million, and purchases of intangibles of
         $6.6 million. Financing activities provided cash of $42.3 million
         comprised of proceeds from short-term borrowings of $35.0 million, net
         proceeds from the exercise of stock options of $6.3 million, and the
         issuance of common stock of $4.2 million, offset by the repurchase of
         common stock of $2.7 million.

         In January 1999, the Company's Board of Directors authorized a stock
         buy-back program of up to $100 million of its outstanding common stock.
         Purchases have occurred and are expected to continue to occur from
         time-to-time in the open market to offset the possible dilutive effect
         of shares issued under employee benefit plans, for possible use in
         future acquisitions and for general and other corporate purposes.

         Since January 1999, the Company has purchased 1,611,000 shares (split
         adjusted) of its common stock under the stock buy-back program for
         approximately $41.8 million, leaving $58.2 million available for future
         purchases.

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, 2002 and 2001. Restructuring charges are
         excluded from the operating results of the segment for a better
         understanding of the underlying performance of each segment.
         Additionally, adjusted information has been presented for the three and
         nine months ended March 31, 2001 to exclude goodwill amortization for
         comparison purposes. The ensuing discussion of operating income and
         margins compares fiscal 2002 actual results with fiscal 2001 pro forma
         results excluding goodwill amortization.

<TABLE>
<CAPTION>
                                                                          (in thousands)
                                                   Three Months Ended                         Nine Months Ended
                                                        March 31,                                 March 31,
                                         ----------------------------------------  ----------------------------------------
                                                                         As                                        As
                                                                      Adjusted                                  Adjusted
                                            2002          2001          2001          2002          2001          2001
                                            ----          ----          ----          ----          ----          ----
   <S>                                   <C>            <C>           <C>          <C>           <C>           <C>
   Operating revenue:
      Investment Services                $   112,060   $    89,027   $    89,027   $   325,143   $   259,643   $   259,643
      Insurance and Education Services        57,072        42,244        42,244       156,072       117,433       117,433
      Information Services                    51,407        46,088        46,088       145,763       130,027       130,027
                                         ------------  ------------  ------------  ------------  ------------  ------------
        Total operating revenue          $   220,539   $   177,359   $   177,359   $   626,978   $   507,103   $   507,103
                                         ============  ============  ============  ============  ============  ============

   Operating income:
      Investment Services                $    20,029   $    16,412   $    16,970   $    52,954   $    41,244   $    42,919
      Insurance and Education Services        26,770        17,435        19,021        66,285        42,005        46,783
      Information Services                    14,681        12,215        12,862        38,506        31,601        33,517
      Corporate                               (4,717)       (4,176)       (4,176)      (15,218)      (12,504)      (12,504)
                                         ------------  ------------  ------------  ------------  ------------  ------------
        Total operating income           $    56,763   $    41,886   $    44,677   $   142,527   $   102,346   $   110,715
                                         ============  ============  ============  ============  ============  ============
</TABLE>

         Revenue in the Investment Services business segment increased $23.0
         million, or 25.9%, during the three months ended March 31, 2002,
         compared to the same period last year. The revenue increase was due to
         recent





                                       13
<PAGE>

         acquisitions and internal growth. Internal revenue growth approximated
         10% for the three months ended March 31, 2002. Operating income in the
         Investment Services business segment increased $3.1 million, or 18.0%,
         during the fiscal third quarter, resulting in operating margins of
         17.9% and 19.1% for the three months ended March 31, 2002 and 2001,
         respectively. The margin declined due to lower margins in the
         international mutual fund business.

         Revenue in the Insurance and Education Services business segment
         increased $14.8 million, or 35.1%, during the three months ended March
         31, 2002, compared to the same period last year. The revenue increase
         was due to acquisitions and internal growth. Internal revenue growth
         approximated 20% for the three months ended March 31, 2002. Operating
         income in the Insurance and Education Services business segment
         increased $7.7 million, or 40.7%, during the fiscal third quarter,
         resulting in operating margins of 46.9% and 45.0% for the three months
         ended March 31, 2002 and 2001, respectively. Margins increased in the
         fiscal third quarter due to continued growth in renewal revenue and
         leverage gained from higher volumes.

         Revenue in the Information Services business segment increased $5.3
         million, or 11.5%, during the three months ended March 31, 2002,
         compared to the same period last year. The revenue increase was due to
         sales to new clients, existing client growth, and cross sales to
         existing clients. Operating income in the Information Services business
         segment increased $1.8 million, or 14.1%, during the fiscal third
         quarter, resulting in operating margins of 28.6% and 27.9% for the
         three months ended March 31, 2002 and 2001, respectively. The margin
         increase in the fiscal third quarter was primarily due to continued
         revenue growth and operational efficiencies.

         Corporate operations represent charges for the Company's human
         resources, legal, accounting and finance functions, and various other
         unallocated overhead charges. Increased expenses of $0.5 million in the
         three months ended March 31, 2002 were in line with the Company's
         overall growth.

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

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




                                       14
<PAGE>

                                     PART II

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  On April 19, 2002, the Company issued 32,000 shares of its
                  common stock, $0.02 par value ("Company Common Stock"), as
                  contingent merger consideration in the acquisition of P.J.
                  Robb Variable Corp. on February 28, 2001. Said shares of
                  Company Common Stock were not registered under the Securities
                  Act of 1933, as amended ("the Securities Act"). There was no
                  underwriter or placement agent.

                  In connection with the issuance of the shares, the Company
                  relied on exemptions from registration under Section 4(2) of
                  the Securities Act, based upon, among other things, the small
                  number of investors, the nature of the investors, and certain
                  information provided to the investor with respect to the
                  Company and the transaction.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  None.

         (b)      REPORTS ON FORM 8-K

                  A current report on 8-K, dated March 26, 2002, was filed with
                  the Securities and Exchange Commission on March 26, 2002
                  (Items 5 and 7) to report the acquisition by the registrant of
                  Hemisphere Management Limited, Hemisphere Financial Services,
                  LLC, Hemisphere Financial Group, LLC, and Hemisphere (Ireland)
                  Limited.







                                       15
<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 10, 2002           By:   /s/ Andrew C. Corbin
       --------------               --------------------------------------------
                              Andrew C. Corbin
                              Senior Vice President and Chief Financial Officer
                              (Duly Authorized Officer)




                                       16