<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 SEPTEMBER 30, 2001

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

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 0-19922

                              THE BISYS GROUP, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                          13-3532663

 (State or other jurisdiction                             (I.R.S. Employer
      or organization)                                   Identification No.)

                       90 PARK AVENUE, NEW YORK, NEW YORK
                                      10016

                    (Address of principal executive offices)
                                   (Zip Code)

                                  212-907-6000

              (Registrant's telephone number, including area code)


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

YES   [X]    NO  [ ]

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

                                                    Shares Outstanding
               Class                                at October 31, 2001
--------------------------------          -------------------------------------

Common Stock, par value $.02 per share                58,862,643

                        This document contains 16 pages.

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

<PAGE>



                              THE BISYS GROUP, INC.

                               INDEX TO FORM 10-Q




<TABLE>
PART I.  FINANCIAL INFORMATION                                                                 PAGE

<S>                                                                                              <C>
         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheet as of September 30, 2001
                      and June 30, 2001                                                          3

                  Condensed Consolidated Statement of Operations for the three months
                      ended September 30, 2001 and 2000                                          4

                  Condensed Consolidated Statement of Cash Flows for the three months
                      ended September 30, 2001 and 2000                                          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 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>

                                                                                   September 30,            June 30,
                                                                                       2001                   2001
                                                                                  -------------          -------------
ASSETS

<S>                                                                                 <C>                  <C>
Current assets:
  Cash and cash equivalents                                                         $   155,586          $   159,399
  Accounts receivable, net                                                              163,702              148,068
  Deferred tax asset                                                                     16,267               13,530
  Other current assets                                                                   29,643               26,794
                                                                                    -----------          -----------
     Total current assets                                                               365,198              347,791
  Property and equipment, net                                                            78,379               76,831
  Goodwill, net                                                                         407,262              404,223
  Intangible assets, net                                                                120,149              123,002
  Other assets                                                                           51,105               51,354
                                                                                    -----------          -----------
     Total assets                                                                   $ 1,022,093          $ 1,003,201
                                                                                    ===========          ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt                                              $      --            $       145
  Accounts payable                                                                       16,166               13,354
  Other current liabilities                                                             124,268              140,189
                                                                                    -----------          -----------
     Total current liabilities                                                          140,434              153,688
  Long-term debt                                                                        300,000              300,433
  Deferred tax liability                                                                 12,890               12,205
  Other liabilities                                                                       9,066                8,925
                                                                                    -----------          -----------
     Total liabilities                                                                  462,390              475,251
                                                                                    -----------          -----------

Stockholders' equity:
  Common stock, $.02 par value, 160,000,000 shares authorized,
  58,885,589 and 58,422,269 shares issued and outstanding, respectively             $     1,178          $     1,168
  Additional paid-in capital                                                            333,377              318,958
  Retained earnings                                                                     236,610              219,406
  Less notes receivable from stockholders                                               (10,776)             (10,776)
  Accumulated other comprehensive income (loss)                                            (686)                (806)
                                                                                    -----------          -----------
     Total stockholders' equity                                                         559,703              527,950
                                                                                    -----------          -----------
     Total liabilities and stockholders' equity                                     $ 1,022,093          $ 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
                                                                   September 30,
                                                                                      Pro forma*
                                                       2001             2000             2000
                                                       ----             ----             ----

<S>                                                 <C>              <C>              <C>
Revenues                                            $  196,531       $  161,441       $  161,441
                                                    ----------       ----------       ----------
Operating costs and expenses:
  Service and operating                                113,348           95,958           95,958
  Selling, general and administrative                   40,568           33,552           33,552
  Amortization of goodwill                                --              2,808             --
  Amortization of intangible assets                      2,896            1,772            1,772
  Restructuring charges                                  6,475            4,245            4,245
                                                    ----------       ----------       ----------
                                                       163,287          138,335          135,527
                                                    ----------       ----------       ----------

Operating earnings                                      33,244           23,106           25,914
Interest expense, net                                    2,315            1,762            1,762
                                                    ----------       ----------       ----------
Income before income taxes                              30,929           21,344           24,152
Income taxes                                            11,986            8,432            9,359
                                                    ----------       ----------       ----------
Net income                                          $   18,943       $   12,912       $   14,793
                                                    ==========       ==========       ==========


Basic earnings per share                            $     0.32       $     0.23       $     0.26
                                                    ==========       ==========       ==========


Diluted earnings per share                          $     0.31       $     0.22       $     0.25
                                                    ==========       ==========       ==========
</TABLE>

* Pro forma 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>

                                                                                             Three Months Ended
                                                                                                September 30,
                                                                                      ----------------------------------
                                                                                              2001             2000
                                                                                              ----             ----

Cash flows from operating activities:
<S>                                                                                     <C>             <C>
Net income                                                                              $     18,943    $     12,912
Adjustments to reconcile net income to net cash provided by operating activities:
  Restructuring charge                                                                         6,475           4,245
  Depreciation and amortization                                                                9,411           9,949
  Deferred income tax provision (benefit)                                                        198              (3)
  Change in operating assets and liabilities, net of effects from acquisitions               (26,835)        (20,813)
                                                                                        ------------    ------------
Net cash provided by operating activities                                                      8,192           6,290
                                                                                        ------------    ------------

Cash flows from investing activities:
  Acquisitions of businesses, net of cash acquired                                            (4,586)        (47,294)
  Proceeds from dispositions, net of expenses paid                                              (521)         (3,240)
  Capital expenditures, net                                                                   (8,389)         (7,350)
  Change in other investments                                                                   (855)         (3,922)
                                                                                        ------------    ------------
Net cash used in investing activities                                                        (14,351)        (61,806)
                                                                                        ------------    ------------

Cash flows from financing activities:
  Short-term borrowings, net                                                                    --            25,500
  Repayment of debt                                                                             (578)           --
  Proceeds from exercise of stock options, net of taxes paid                                   2,924           8,351
  Other                                                                                         --              (290)
                                                                                        ------------    ------------
Net cash provided by financing activities                                                      2,346          33,561
                                                                                        ------------    ------------

Net decrease in cash and cash equivalents                                                     (3,813)        (21,955)

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

Cash and cash equivalents at end of period                                              $    155,586    $     48,222
                                                                                        ============    ============


</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,
         intangible assets, merger expenses and other charges, income taxes and
         contingencies. Actual results could 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
                                                                          September 30,
                                                                      2001            2000
                                                                      ----            ----

<S>                                                                <C>             <C>
          Net income                                               $   18,943      $   12,912
          Foreign currency translation adjustment                         120            (329)
                                                                   ----------      ----------
            Total comprehensive income                             $   19,063      $   12,583
                                                                   ==========      ==========
</TABLE>









                                       6
<PAGE>

4.       EARNINGS PER SHARE

         Basic and diluted EPS computations for the three months ended September
         30, 2001 and 2000 are as follows (in thousands, except per share
         amounts):
<TABLE>
<CAPTION>

                                                                            Three Months Ended
                                                                               September 30,
                                                             ------------------------------------------------
                                                                                                  Pro forma*
                                                                  2001             2000             2000
                                                                  ----             ----             ----

<S>                                                            <C>             <C>              <C>
          Basic EPS
          ---------
          Net income                                           $   18,943       $   12,912       $   14,793
                                                               ==========       ==========       ==========

          Weighted average common shares outstanding               58,664           56,006           56,006
                                                               ==========       ==========       ==========

          Basic earnings per share                             $     0.32       $     0.23       $     0.26
                                                               ==========       ==========       ==========

          Diluted EPS
          ----------
          Net income                                           $   18,943       $   12,912       $   14,793
                                                               ==========       ==========       ==========

          Weighted average common shares outstanding               58,664           56,006           56,006

          Assumed conversion of common shares
          issuable under stock option plans                         2,775            2,306            2,306
                                                               ----------       ----------       ----------

          Weighted average common and common
          equivalent shares outstanding                            61,439           58,312           58,312
                                                               ==========       ==========       ==========

          Diluted earnings per share                           $     0.31       $     0.22       $     0.25
                                                               ==========       ==========       ==========
</TABLE>

         * Pro forma 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 price was greater than the average
         market price of common shares during the period, as follows (in
         thousands, except per share amounts):

                                                 Three Months Ended
                                                   September 30,
                                      ---------------------------------------
                                             2001                   2000
                                             ----                   ----

         Number of options excluded          953                     580

         Option price per share        $55.85 to $61.00       $34.31 to $37.62

         Average market price of
         common shares for the period     $55.64                  $33.88







                                       7

<PAGE>



5.       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 September 30, 2001 the remaining accrual amounts to $5.5 million,
         and it is anticipated that all restructuring activities will be
         completed and amounts expended by the end of the current fiscal year.

6.       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 operating divisions 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 September 30, 2001, acquired intangible assets were comprised of the
following:
<TABLE>
<CAPTION>

                                      Gross Carrying           Accumulated             Net Book
                                          Amount               Amortization              Value
                                    --------------------    -------------------    ----------------

<S>                                        <C>                   <C>                   <C>
         Customer related                  $     85,016          $    (12,479)         $   72, 537
         Noncompete Agreements                   34,720                (5,171)              29,549
         Other                                   22,070                (4,007)              18,063
                                    --------------------    -------------------    ----------------
              Total                        $    141,806          $    (21,657)          $  120,149
                                    ====================    ===================    ================
</TABLE>









                                       8

<PAGE>



         All of the Company's acquired intangible assets are subject to
         amortization. Amortization expense for acquired intangible assets was
         $2.9 million for the three months ended September 30, 2001.

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

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

                     2002                        11,837
                     2003                        11,757
                     2004                        11,757
                     2005                        10,937
                     2006                         9,866

         GOODWILL
         The changes in the carrying amount of goodwill by business segment for
         the three months ended September 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                                                Insurance &
                                              Investment        Education       Information
                                               Services          Services        Services        Total
                                              ----------        ----------      ----------     ----------

<S>                                           <C>               <C>             <C>            <C>
          Balance, July 1, 2001               $  150,322        $  218,511      $   35,390     $  404,223

          Additions                                3,241              --              --            3,241

          Reductions attributable to tax
          benefits from stock option
          exercises                                 (202)             --              --             (202)
                                              ----------        ----------      ----------     ----------

          Balance, September 30, 2001         $  153,361        $  218,511      $   35,390     $  407,262
                                              ==========        ==========      ==========     ==========
</TABLE>

         The following information reflects pro forma adjustments to exclude
         goodwill amortization expense and related tax effects:
<TABLE>
<CAPTION>
                                                                   For the three months ended September 30,
                                                                           2001                2000
                                                                       -----------          ----------
<S>                                                                    <C>                  <C>
         Net income:
               Reported net income                                     $   18,943           $   12,912
               Add back: Goodwill amortization, net of taxes                 --                  1,881
                                                                       ----------           ----------
               Adjusted net income                                     $   18,943           $   14,793
                                                                       ==========           ==========

          Basic earnings per share:
               Reported net income                                     $     0.32           $     0.23
               Add back: Goodwill amortization, net of taxes                 --                   0.03
                                                                       ----------           ----------
               Adjusted net income                                     $     0.32           $     0.26
                                                                       ==========           ==========

          Diluted earnings per share:
               Reported net income                                     $     0.31           $     0.22
               Add back: Goodwill amortization, net of taxes                 --                   0.03
                                                                       ----------           ----------
               Adjusted net income                                     $     0.31           $     0.25
                                                                       ==========           ==========
</TABLE>








                                       9
<PAGE>

7.       SEGMENT INFORMATION

         The following table sets forth operating revenue and operating income
         by business segment and for corporate operations for the three months
         ended September 30, 2001 and 2000. Restructuring charges are excluded
         from the operating results of the segment for a better understanding of
         the underlying performance of each segment. Additionally, pro forma
         information has been presented for the three months ended September 30,
         2000 to exclude goodwill amortization for comparison purposes.
<TABLE>
<CAPTION>

                                                                  (in thousands)
                                                                Three Months Ended
                                                                   September 30,
                                                ----------------------------------------------------
                                                                                         Pro forma
                                                         2001              2000             2000
                                                         ----              ----             ----

<S>                                                   <C>              <C>              <C>
        Operating revenue:
             Investment Services                      $   104,916      $    84,772      $    84,772
             Insurance and Education Services              45,346           35,270           35,270
             Information Services                          46,269           41,399           41,399
                                                      -----------      -----------      -----------
               Total operating revenue                $   196,531      $   161,441      $   161,441
                                                      ===========      ===========      ===========

          Operating income:
             Investment Services                      $    16,153      $    12,423      $    12,985
             Insurance and Education Services              17,350           10,125           11,737
             Information Services                          11,339            9,142            9,776
             Corporate                                     (5,123)          (4,339)          (4,339)
                                                      -----------      -----------      -----------
               Total operating income                 $    39,719      $    27,351      $    30,159
                                                      ===========      ===========      ===========

</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:

                                                     Three Months Ended
                                                       September 30,
                                              ---------------------------------
                                                   2001              2000
                                                   ----              ----
Revenues                                          100.0%             100.0%
                                              ---------------    --------------

Operating costs and expenses:
  Service and operating                            57.7               59.5
  Selling, general and administrative              20.6               20.8
  Amortization of goodwill                          -                  1.7
  Amortization of intangible assets                 1.5                1.1
  Restructuring charges                             3.3                2.6
                                              ---------------    --------------
                                                   83.1               85.7
                                              ---------------    --------------
Operating earnings                                 16.9               14.3
Interest expense, net                               1.2                1.1
                                              ---------------    --------------
Income before income taxes                         15.7               13.2
Income taxes                                        6.1                5.2
                                              ---------------    --------------
Net income                                          9.6%               8.0%
                                              ===============    ==============


COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2001 WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 2000.

         Revenues increased 21.7% from $161.4 million for the three months ended
         September 30, 2000 to $196.5 million for the three months ended
         September 30, 2001. This growth was derived from sales to new clients,
         existing client growth, cross sales to existing clients and revenues
         from acquired businesses, partially offset by lost business and
         divestitures. Internal revenue growth approximated 11% for the three
         months ended September 30, 2001. Revenue growth in the current quarter
         was moderately impacted by adverse market conditions as well as the
         events of September 11, 2001.

         Service and operating expenses increased 18.1% from $96.0 million for
         the three months ended September 30, 2000 to $113.3 million for the
         three months ended September 30, 2001 and decreased as a percentage of
         revenues from 59.5% to 57.7%. 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 20.9% from $33.6
         million during the three months ended September 30, 2000 to $40.6
         million for the three months ended September 30, 2001 and decreased as
         a percentage of revenues from 20.8% to 20.6%. 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 6 to the financial statements.

         Amortization of intangible assets increased $1.1 million for the three
         months ended September 30, 2001 over the same period last year due to a
         higher level of intangible assets associated with recently acquired
         businesses.

         The income tax provision of $12.0 million for the three months ended
         September 30, 2001 increased from $8.4 million for the three months
         ended September 30, 2000 due to higher taxable income. The provision
         represents an effective tax rate of 38.75% and 39.5% for periods ended
         September 30, 2001 and 2000, respectively. The









                                       11
<PAGE>

         reduced effective tax rate is primarily attributable to the tax effects
         associated with the discontinuance of goodwill amortization.

         Operating results, before amortization of intangibles and restructuring
         charges, resulted in margins of 21.7% and 19.8% for the three months
         ended September 30, 2001 and 2000, respectively. The increase was
         primarily due to moderate internal growth, efficient integration of
         acquired businesses, faster growth from the higher-margin Insurance and
         Education Services Group, and reduced discretionary spending.

         The Company recorded a pre-tax restructuring charge of $6.5 million and
         $4.2 million during the three months ended September 30, 2001 and 2000,
         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 September 30, 2001,
         the remaining accrual amounts to $5.5 million and it is anticipated
         that all restructuring activities will be completed and amounts
         expended by the end of the current fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2001, the Company had cash and cash equivalents of
         $155.6 million and working capital of $224.8 million. At September 30,
         2001, the Company had no outstanding borrowings against its revolving
         credit facility and had $1.5 million outstanding in letters of credit.

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

         Accounts receivable represented 77 days sales outstanding at September
         30, 2001, based on revenues for the quarter ended September 30, 2001.
         Other current assets included in the accompanying balance sheet consist
         primarily of prepaid expenses and inventory.

         For the three months ended September 30, 2001, operating activities
         provided cash of $8.2 million. Investing activities used cash of $14.4
         million, primarily for acquisition-related expenses of $4.6 million,
         and capital expenditures of $8.4 million. Financing activities provided
         cash of $2.3 million comprised of net proceeds from the exercise of
         stock options of $2.9 million, offset by repayment of $0.6 million of
         debt.

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

         Since January 1999, the Company has purchased 746,500 shares of its
         common stock under the stock buy-back program for approximately $39.1
         million, leaving $60.9 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 months
         ended September 30, 2001 and 2000. Restructuring charges are excluded
         from the operating results of the segment for a better understanding of
         the underlying performance of each segment. Additionally, pro forma
         information has been presented for the three months ended September 30,
         2000 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.




                                       12
<PAGE>
<TABLE>
<CAPTION>

                                                                  (in thousands)
                                                                Three Months Ended
                                                                   September 30,
                                                ----------------------------------------------------
                                                                                           Pro forma
                                                        2001              2000               2000
                                                        ----              ----               ----

<S>                                                 <C>                <C>                <C>
        Operating revenue:
             Investment Services                    $   104,916        $    84,772        $    84,772
             Insurance and Education Services            45,346             35,270             35,270
             Information Services                        46,269             41,399             41,399
                                                    -----------        -----------        -----------
               Total operating revenue              $   196,531        $   161,441        $   161,441
                                                    ===========        ===========        ===========

          Operating income:
             Investment Services                    $    16,153        $    12,423        $    12,985
             Insurance and Education Services            17,350             10,125             11,737
             Information Services                        11,339              9,142              9,776
             Corporate                                   (5,123)            (4,339)            (4,339)
                                                    -----------        -----------        -----------
               Total operating income               $    39,719        $    27,351        $    30,159
                                                    ===========        ===========        ===========
</TABLE>

         Revenue in the Investment Services business segment increased $20.1
         million, or 23.8%, during the three months ended September 30, 2001,
         compared to the same period last year. The revenue increase was due to
         recent acquisitions and internal growth. Operating income in the
         Investment Services business segment increased $3.2 million, or 24.4%,
         during the fiscal first quarter, resulting in operating margins of
         15.4% and 15.3% for the three months ended September 30, 2001 and 2000,
         respectively. The margin improved slightly due to lower investment in
         the international businesses, exiting of certain lower-margin product
         lines, and implementation of an expense reduction plan.

         Revenue in the Insurance and Education Services business segment
         increased $10.1 million, or 28.6%, during the three months ended
         September 30, 2001, compared to the same period last year. The revenue
         increase was due to recent acquisitions and internal growth. Operating
         income in the Insurance and Education Services business segment
         increased $5.6 million, or 47.8%, during the fiscal first quarter,
         resulting in operating margins of 38.3% and 33.3% for the three months
         ended September 30, 2001 and 2000, respectively. Margins increased in
         the fiscal first quarter due to continued revenue growth and realized
         savings from integration activities completed in fiscal 2001.

         Revenue in the Information Services business segment increased $4.9
         million, or 11.8%, during the three months ended September 30, 2001,
         compared to the same period last year. Operating income in the
         Information Services business segment increased $1.6 million, or 16.0%,
         during the fiscal first quarter, resulting in operating margins of
         24.5% and 23.6% for the three months ended September 30, 2001 and 2000,
         respectively. The margin increase in the fiscal first 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 $0.8 million in the
         three months ended September 30, 2001 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





                                       13
<PAGE>


         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 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  None.

         (b)      REPORTS ON FORM 8-K

                  None.




























                                       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:  November 13, 2001               By:   /s/ Andrew C. Corbin
       -----------------                     ----------------------------------
                                       Andrew C. Corbin
                                       Senior Vice President and Chief Financial
                                       Officer (Duly Authorized Officer)





















                                       16