AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------

THE BISYS GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

150 CLOVE ROAD, LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

ROBERT J. MCMULLAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE BISYS GROUP, INC.
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

COPIES TO:

KEVIN J. DELL, ESQ. STEWART E. LAVEY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL SHANLEY & FISHER, P.C.
AND SECRETARY 131 MADISON AVENUE
THE BISYS GROUP, INC. MORRISTOWN, NEW JERSEY 07962
150 CLOVE ROAD (973) 285-1000
LITTLE FALLS, NEW JERSEY 07424
(973) 812-8600

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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COVER CONTINUED ON NEXT PAGE

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CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE

Common Stock, $0.02 par value (including
Common Stock purchase rights)(3)......... 1,056,671 shares $31.688 $33,483,791 $10,147

(1) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable in connection with the shares registered hereby
by reasons of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
results in an increase in the number of the Company's outstanding shares of
Common Stock.

(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon a price of $31.688 per share,
which was the average of the high and low sale prices reported on the Nasdaq
National Market on September 30, 1997.

(3) Prior to the occurrence of certain events, purchase rights for Common Stock
will not be evidenced separately from the Common Stock.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION DATED OCTOBER 3, 1997

PROSPECTUS

THE BISYS GROUP, INC.
1,056,671 SHARES OF COMMON STOCK

This Prospectus relates to the sale of up to 1,056,671 shares (the "Shares")
of the common stock, $.02 par value ("Common Stock"), of The BISYS Group, Inc.
("BISYS" or the "Company") offered hereby for the accounts of the selling
stockholders set forth herein (the "Selling Stockholders"). The Selling
Stockholders acquired the Shares in connection with the Company's acquisition
of: (i) Strategic Solutions Group, Inc. ("SSG") by merger (the "SSG Merger"),
(ii) Charter Systems, Inc. ("Charter") by merger (the "Charter Merger"), (iii)
Dascit/White & Winston, Inc., Group Plan Administrators, Inc. and Krauss &
Trapani Co., Ltd. (the foregoing affiliated companies are hereinafter referred
to as "Dascit") by merger (the "Dascit Merger"), and (iv) Benefit Services, Inc.
("Benefit") by merger (the "Benefit Merger"). See "Selling Stockholders". The
Company is registering the Shares at its expense (other than any selling
commissions) pursuant to certain registration rights granted by the Company to
the Selling Stockholders. See "Selling Stockholders".

SEE "RISK FACTORS", BEGINNING ON PAGE 6 OF THIS PROSPECTUS, FOR INFORMATION
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The Selling Stockholders may sell the Shares from time to time to or through
underwriters or broker-dealers in open market transactions on the Nasdaq
National Market or in privately negotiated transactions at market prices
prevailing at the time of sale or at negotiated prices. Whether or not any such
sale will be made and the timing and amount of any such sale are within the sole
discretion of the Selling Stockholders. See "Plan of Distribution". The Company
will not receive any of the proceeds from the sale of the Shares. See "Use of
Proceeds". The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act").

Certain persons who sell Shares covered by this Prospectus, and any broker
or dealer to or through whom any such person sells Shares, may be deemed to be
underwriters within the meaning of the Securities Act with respect to the sale
of such Shares.

Common Stock is quoted on the Nasdaq National Market under the symbol
"BSYS". The last per share sale price of Common Stock as reported on the Nasdaq
National Market on September 30, 1997 was $32 1/8.

The date of this Prospectus is , 1997.

NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

PAGE
-----

Available Information...................................................................................... 3
Documents Incorporated By Reference........................................................................ 4
The Company................................................................................................ 5
Risk Factors............................................................................................... 6
Use of Proceeds............................................................................................ 8
Price Range of Common Stock................................................................................ 8
Selling Stockholders....................................................................................... 9
Plan of Distribution....................................................................................... 12
Legal Matters.............................................................................................. 12
Experts.................................................................................................... 12

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices at Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such materials are also available through the Commission's web site located at
HTTP://www.sec.gov. Reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc. located at 1735 K Street, N.W., Washington, D.C. 20006.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
with respect to the Shares offered and sold hereby. As permitted by the rules
and regulations of the Commission, the Prospectus omits certain information
contained in the Registration Statement, and reference is made to the
Registration Statement and the exhibits thereto for further information with
respect to the Company and the Shares offered hereby. Statements herein
contained concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained, upon payment of the fee prescribed by the Commission, or
may be examined without charge at the public reference facilities of the
Commission described above.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:

(i) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1997; and

(ii) The description of Common Stock and purchase rights for shares of
Common Stock associated with Common Stock set forth in the Company's
registration statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the purpose
of updating such descriptions.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
completion of the offering being made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference herein, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to The BISYS Group, Inc., 150 Clove Road, Little
Falls, New Jersey 07424, Attention: Secretary, (telephone 973-812-8600).

THE COMPANY

The BISYS Group, Inc. and its wholly-owned subsidiaries ("BISYS" or the
"Company") provide outsourcing solutions to and through more than 6,000
financial organizations and corporate clients. BISYS believes that it provides
one of the financial service industry's most technologically advanced family of
image and financial information outsourcing solutions and pricing analysis for
account, item and loan application processing, competitive product pricing
research and marketing services, and growth-enabling loan-by-phone and internet
solutions. BISYS provides network planning, design and implementation along with
round-the-clock network monitoring for multi-vendor local and wide area network
environments. BISYS is an industry leader in the design, administration and
distribution of proprietary mutual funds. BISYS also provides 401(k)
administration services to some of the nation's leading bank and investment
management companies. BISYS also provides outsourcing services for the
distribution of insurance products and services.

BISYS seeks to be the single source of all relevant outsourcing solutions
for its clients in order to improve their performance, profitability and
competitive position. BISYS endeavors to expand the scope of its services
through focused account management, emphasizing services with recurring revenues
and long-term contracts. It increases its business base principally through (i)
direct sales to new clients, (ii) sales of additional products to existing
clients, and (iii) acquisitions of businesses that provide complementary
outsourcing solutions to financial organizations.

BISYS was organized in August 1989 to acquire certain banking and thrift
data processing operations of Automatic Data Processing, Inc. ("ADP"). BISYS'
traditional business was established in 1966 by United Data Processing, Inc.,
the predecessor of the banking and thrift data processing operations of ADP.
Accordingly, together with its predecessors, BISYS has been providing
outsourcing solutions to financial organizations for more than 30 years.

The BISYS Group, Inc. is incorporated under the laws of the State of
Delaware and has its principal executive offices at 150 Clove Road, Little
Falls, New Jersey 07424 (telephone (973) 812-8600). Unless the context otherwise
requires, the term the "Company" refers to The BISYS Group, Inc. and its
consolidated subsidiaries.

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING INVESTMENT
CONSIDERATIONS TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS
REGARDING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING THE SHARES OF COMMON
STOCK OFFERED HEREBY.

THE GLASS-STEAGALL ACT

The Glass-Steagall Act, among other things, prohibits banks from engaging in
the underwriting, public sale or principal distribution of and dealing in
securities. Bank holding companies (either directly or through their bank or
non-bank subsidiaries), however, are generally permitted to purchase and sell
securities, as agent, upon the order and for the account of their customers.
Federal bank regulatory agencies, including the Office of the Comptroller of the
Currency, have, by regulatory interpretations, allowed banks to provide a wide
variety of services to mutual funds, including investment advisory,
administrative, stockholder servicing, custodial and transfer agency services.
If current restrictions under the Glass-Steagall Act were further relaxed and
banks were authorized to organize, sponsor and distribute shares of an
investment company, it is possible that the bank clients of BISYS Fund Services
would consider the possibility of performing some or all of the services
currently provided by the Company. Should such an event occur, it could have a
material adverse impact on the Company's business and results of operations.

REGULATION

Certain aspects of the Company's businesses are affected by federal and
state regulation which, depending on the nature of any noncompliance, may result
in the suspension or revocation of licenses or registrations, including
broker/dealer licenses and registrations, as well as the imposition of civil
fines and criminal penalties.

Certain of the Company's subsidiaries are registered as broker-dealers with
the Commission. Much of the federal regulation of broker-dealers has been
delegated to self-regulatory organizations, principally the National Association
of Securities Dealers, Inc. and the national securities exchanges.
Broker-dealers are subject to regulation which covers all aspects of the
securities business, including sales methods, trading practices, use and
safekeeping of customers' funds and securities, capital structure, recordkeeping
and the conduct of directors, officers and employees. Additional legislation,
changes in rules and regulations promulgated by the Commission, the Municipal
Securities Rulemaking Board, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Federal Reserve Board and the self-
regulatory organizations and changes in the interpretation or enforcement of
existing laws, rules and regulations may directly affect the mode of operation
and profitability of broker-dealers.

Banks and other depository institutions doing business with the Company are
subject to extensive regulation at the federal and state levels under laws,
regulations and other requirements specifically applicable to regulated
financial institutions, and are subject to extensive examination and oversight
by federal and state regulatory agencies. As a result, the activities of the
Company's client banks and financial institutions are subject to comprehensive
regulation and examination, including those activities specifically relating to
the sale by or through them of mutual funds and other investment products.
Changes in laws, rules and regulations affecting the Company's client banks and
financial institutions and the examination of their activities by applicable
regulatory agencies could adversely affect the Company's results of operations.

SENSITIVITY TO CHANGES IN MARKET CONDITIONS

A significant portion of the Company's earnings generated through BISYS Fund
Services are from fees based on the average daily market value of the assets
administered by the Company for its clients. A sharp rise in interest rates or a
sudden decline in the stock market could influence an investor's decision

whether to invest or maintain an investment in a mutual fund. As a result,
fluctuations may occur in assets which the Company has under administration due
to changes in interest rates and other investment considerations. A significant
investor trend seeking alternatives to mutual fund investments could have a
negative impact on the Company's revenues by reducing the assets it administers
through BISYS Fund Services. From time to time, the Company and its bank clients
waive, for competitive reasons, certain fees normally charged to mutual funds to
which it provides services. While the Company has various programs in place, the
objective of which is to insulate itself from disadvantageous interest rate and
stock market movements, no assurances can be made that these efforts will be
successful.

CONSOLIDATION IN BANKING AND FINANCIAL SERVICES INDUSTRY

There has been and continues to be merger, acquisition and consolidation
activity in the banking and financial services industry. Mergers or
consolidations of banks and financial institutions in the future could reduce
the number of the Company's clients or potential clients. A smaller market for
the Company's services could have a material adverse impact on the Company's
businesses and results of operations. Also, it is possible that larger banks or
financial institutions resulting from mergers or consolidations would consider
the possibility of performing some or all of the services which the Company
currently provides or could provide. Should such event occur, it could have a
material adverse impact on the Company's businesses and results of operations.

ACQUISITION STRATEGY

The Company has made several acquisitions since it was formed and may make
additional acquisitions. However, no assurance can be given that the Company
will make additional acquisitions in the future or that such acquisitions will
be successful. The Company may incur substantial debt and non-cash amortization
expenses in making acquisitions. The issuance of Common Stock in connection with
future acquisitions or otherwise to satisfy future capital needs may result in
dilution to stockholders of the Company.

NO ANTICIPATED STOCKHOLDER DISTRIBUTIONS

The Company has not paid dividends to stockholders since its inception and
does not anticipate paying cash dividends in the foreseeable future.

POSSIBLE VOLATILITY OF STOCK PRICES

The market price of Common Stock is subject to fluctuation due to general
market conditions and conditions specific to the Company, and the industries in
which it conducts business, including, among other things, technological
advances, competitive conditions, losses of contracts with clients and the size
of the Company's public float. Common Stock is traded on the Nasdaq National
Market. During the Company's 1997 fiscal year, the market price has ranged from
a low of $27 7/8 per share to a high of $43 3/8 per share. See "Price Range of
Common Stock".

COMPETITION

The industry in which the Company operates is highly competitive. The
Company often competes with well-established corporations, some of which have
financial, technical and operating resources greater than those of the Company.

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon many management personnel, some of whom are
not parties to employment agreements. The loss or unavailability of certain of
these individuals could have a material adverse effect on the Company's business
prospects. The Company's success will also depend on its ability

to attract and retain highly skilled personnel in all areas of its business. No
assurance can be given that the Company will be able to attract and retain
personnel on acceptable terms in the future.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be paid directly to
the Selling Stockholders.

PRICE RANGE OF COMMON STOCK

Common Stock is traded on the Nasdaq National Market under the symbol
"BSYS". The following table sets forth the range of high and low sales prices of
Common Stock for the fiscal quarters ended on the date indicated.

Quarter Ended:

FISCAL YEAR 1998 HIGH
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September 30, 1997.................................................................................. 42

FISCAL YEAR 1997
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September 30, 1996.................................................................................. 41 1/2
December 31, 1996................................................................................... 43 3/8
March 31, 1997...................................................................................... 37 1/4
June 30, 1997....................................................................................... 42 1/8

FISCAL YEAR 1996
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September 30, 1995.................................................................................. 29
December 31, 1995................................................................................... 31 1/8
March 31, 1996...................................................................................... 33 1/2
June 30, 1996....................................................................................... 38 3/4

FISCAL YEAR 1998 LOW
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September 30, 1997.................................................................................. 30 3/8
FISCAL YEAR 1997
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September 30, 1996.................................................................................. 29
December 31, 1996................................................................................... 34 3/4
March 31, 1997...................................................................................... 27 7/8
June 30, 1997....................................................................................... 28 1/4
FISCAL YEAR 1996
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September 30, 1995.................................................................................. 21 3/4
December 31, 1995................................................................................... 24 3/4
March 31, 1996...................................................................................... 27 1/4
June 30, 1996....................................................................................... 32

On September 30, 1997, the last per share sale price of a share of Common
Stock on the Nasdaq National Market was $32 1/8.

SELLING STOCKHOLDERS

All of the Shares offered hereby are to be sold for the accounts of the
Selling Stockholders set forth herein. The 1,056,671 Shares offered hereby are
being registered pursuant to registration rights granted by the Company to
former stockholders of SSG, Charter, Dascit and Benefit, in connection with the
SSG Merger, Charter Merger, Dascit Merger and Benefit Merger, respectively
(collectively, the "Mergers").

All of the Selling Stockholders are former stockholders of either SSG,
Charter, Dascit or Benefit. In connection with the SSG Merger, Charter Merger,
Dascit Merger and Benefit Merger, each of the Selling Stockholders represented
to the Company that it was acquiring its Shares without any present intention of
effecting a distribution in those Shares and agreed that it would not sell or
otherwise dispose of its Shares other than pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act.

The Company granted certain registration rights to: (i) the Selling
Stockholders who were formerly SSG stockholders under a Registration Rights
Agreement dated April 22, 1996, as amended, among the Company and such
stockholders, (ii) the Selling Stockholders who were formerly Charter
stockholders under a Registration Rights Agreement dated August 15, 1997 among
the Company and such stockholders, (iii) the Selling Stockholders who were
formerly Dascit stockholders under a Registration Rights Agreement dated August
29, 1997 among the Company and such stockholders and (iv) the Selling
Stockholders who were formerly Benefit stockholders under a Registration Rights
Agreement dated September 16, 1997 among the Company and such stockholders, in
recognition that the Selling Stockholders may wish to be able to sell some or
all of their Shares when they deem it appropriate.

The Company agreed to file at its expense a registration statement with the
Commission covering the Shares held by the Selling Stockholders and to use its
best efforts to keep such registration statement effective until the earlier to
occur of the sale of all Shares covered by the registration statement or (i) six
months after the effective date thereof in the case of former SSG stockholders,
(ii) August 15, 1999, in the case of former Charter stockholders, (iii) August
29, 1999, in the case of former Dascit stockholders and (iv) September 16, 1999
in the case of former Benefit stockholders. The Company will prepare and file at
its expense such amendments and/or supplements to such registration statement as
may be necessary until all of the Shares have been sold pursuant to the
registration statement or until such registration obligations have terminated.

The following table sets forth certain information, as of the date of this
Prospectus, with respect to the Selling Stockholders. The Shares are to be
offered by and for the respective accounts of the Selling Stockholders:

COMMON STOCK
BENEFICIALLY
COMMON STOCK OWNED
BENEFICIALLY OWNED MAXIMUM AMOUNT AFTER
PRIOR TO OFFERING OFFERED HEREBY(1) OFFERING(2)
------------------ ----------------- ----------------
SELLING STOCKHOLDER AMOUNT PERCENT
- --------------------------------------------------------------- ------ -----

Melissa H. Barnickel........................................... 3,572 3,572 0 0
Bernard H. Barrie.............................................. 60,732 60,732 0 0
Harris S. Berlack(3)........................................... 102,139 102,139 0 0
Michael Brown and John Thomas Berlack, or their successors, as
Trustees for the Harris S. Berlack Childrens Trust........... 9,179 9,179 0 0
Keith M. Bengtson.............................................. 89 89 0 0
Seth Cohen..................................................... 29 29 0 0
Peter C. Cowie(4).............................................. 248,407(5) 248,407 0 0
Wendy B. Cowie................................................. 8,031 8,031 0 0
Frederick H. Cowie, or his successor, as Trustee for the Cowie
Childrens Trust.............................................. 6,884 6,884 0 0

Joseph J. DiTrapani(6)......................................... 62,740(7) 62,740 0 0
Joseph J. DiTrapani, as custodian UTMA Todd DiTrapani.......... 1,486 1,486 0 0
Matthew DiTrapani.............................................. 1,486 1,486 0 0
Scott DiTrapani................................................ 1,486 1,486 0 0
Gilde International Fund, B.V.................................. 669 669 0 0
Charles F. Goetz(8)............................................ 167,700(9) 113,799 53,901(9) *
Paul G. Henry(10).............................................. 37,090(11) 20,167 16,923(11) *
Edward S. Hutman............................................... 7,144 7,144 0 0
Robert M. Jones(12)............................................ 153,760(13) 112,358 41,402(13) *
Byron S. Kopman................................................ 4,590 4,322 268 *
Jeffrey D. Krauss, as Trustee for the Trust for the benefit of
Laura Krauss(14)............................................. 59,768 59,768 0 0
Laura Krauss(15)............................................... 2,972 2,972 0 0
Lea Krauss..................................................... 2,229 2,229 0 0
Michael Krauss................................................. 2,229 2,229 0 0
Lisa Lincoln................................................... 663 663 0 0
James M. Marcella.............................................. 114 114 0 0
Curtis Seth Nichols............................................ 1,203 1,203 0 0
One Liberty Fund III, L.P...................................... 66,320 66,320 0 0
John Owens(16)................................................. 2,309 2,309 0 0
Michael Reagan................................................. 1,106 1,106 0 0
Silicon Valley Bank............................................ 796 796 0 0
Larry Steele................................................... 11,236 11,236 0 0
Technology Leaders II L.P...................................... 70,802 70,802 0 0
Technology Leaders II Offshore C.V............................. 56,243 56,243 0 0
Jean Tempel(17)................................................ 9,240 9,240 0 0
Semmes Walsh................................................... 1,137 1,137 0 0
Jon Whitlock................................................... 1,276 1,276 0 0
Scott Wilson(18)............................................... 2,309 2,309 0 0

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

* Less than 1%.

(1) Also covers any additional shares of Common Stock that become issuable in
connection with the shares of Common Stock offered for sale hereby by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
results in an increase in the number of the Company's outstanding shares of
Common Stock.

(2) Assumes all of the Shares offered hereby are sold.

(3) Until July 1996, Mr. Berlack was a director and officer of Charter.

(4) Mr. Cowie is President of Charter, a wholly owned subsidiary of the
Company. Prior to the Charter Merger, Mr. Cowie was Chief Executive Officer
and a director of Charter.

(5) Excludes 8,031 shares owned by Wendy B. Cowie, Mr. Cowie's wife.

(6) Mr. DiTrapani is Senior Vice President of Dascit/White & Winston, Inc.,
Group Plan Administrators, Inc. and Krauss & Trapani Co., Ltd., wholly
owned subsidiaries of the Company. Prior to the Dascit

Merger, Mr. DiTrapani was President and Treasurer and a director of each of
Dascit/White & Winston, Inc., Group Plan Administrators, Inc. and Krauss &
Trapani Co., Ltd.

(7) Excludes 1,486 shares beneficially owned by Mr. DiTrapani as custodian UTMA
Todd DiTrapani and 2,972 shares owned by other of Mr. DiTrapani's children.

(8) Mr. Goetz is President of BISYS Creative Solutions, Inc., a wholly owned
subsidiary of the Company. Prior to the SSG Merger, Mr. Goetz was Chief
Executive Officer and a director of SSG.

(9) Includes 20,000 shares of Common Stock subject to presently exercisable
stock options.

(10) Mr. Henry is a Vice President of BISYS Creative Solutions, Inc. Prior to
the SSG Merger, Mr. Henry was Secretary, Treasurer and a director of SSG.

(11) Includes 5,000 shares of Common Stock subject to presently exercisable
stock options.

(12) Prior to the SSG Merger, Mr. Jones was President and a director of SSG.

(13) Includes 35,000 shares of Common Stock held as trustee of the Robert and
Laura Jones Charitable Trust.

(14) Prior to the Dascit Merger, Mr. Krauss was Chairman of the Board and
Secretary of each of Dascit/ White & Winston, Inc., Group Plan
Administrators, Inc. and Krauss & Trapani Co., Ltd.

(15) Excludes 59,768 shares beneficially owned by Jeffrey D. Krauss, Mrs.
Krauss' husband, as Trustee for the Trust for the benefit of Laura Krauss
and 4,458 shares owned by Mrs. Krauss' children.

(16) Prior to the Charter Merger, Mr. Owens was a director of Charter.

(17) Prior to the Charter Merger, Mr. Tempel was a director of Charter.

(18) Mr. Wilson is a Managing Director of Shields & Company, Inc., which
provided financial advisory services to Charter in connection with the
Charter Merger.

PLAN OF DISTRIBUTION

The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by their respective donees and pledgees, for their respective
accounts on the Nasdaq National Market or in negotiated transactions at market
prices prevailing at the time of sale or at negotiated prices.

Such transactions may be effected by the sale of Shares directly to
purchasers, to or through underwriters or broker-dealers acting as agents for
the Selling Stockholders or to underwriters or broker-dealers who may purchase
Shares as principals and thereafter sell the Shares from time to time in the
over-the-counter market, in negotiated transactions or otherwise. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
for whom such broker-dealers may act as agents or to whom they may sell as
principals or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). Some or all of the Shares offered hereby
may from time to time alternatively be sold pursuant to Rule 144 under the
Securities Act provided the requirements of such rules, including, without
limitation, the holding period and the manner of sale requirements, are met.
Selling Stockholders may pledge Shares as collateral for margin accounts and
such Shares could be resold pursuant to the terms of such accounts. The Selling
Stockholders will pay or assume brokerage and selling commissions or other
charges and expenses incurred in connection with the sale of Shares.

Each Selling Stockholder who was formerly a Charter stockholder, Dascit
stockholder or Benefit stockholder has agreed in connection with the receipt of
Common Stock in the Charter Merger, Dascit Merger or Benefit Merger,
respectively, that such Selling Stockholder will not sell or otherwise reduce
its risk relative to any shares of Common Stock received by such Selling
Stockholder in connection with such merger, except for de minimus transactions,
until the Company has published financial results covering a fiscal quarter that
includes results (including combined sales and net income) for a period of at
least 30 days of post-Charter Merger, Dascit Merger or Benefit Merger
operations, respectively. Such restricted period with respect to former Charter
and Dascit stockholders will terminate upon the publication by the Company of
its financial results for the fiscal quarter ended September 30, 1997. Such
restricted period with respect to former Benefit stockholders will terminate
upon the publication by the Company of its financial results for the fiscal
quarter ending December 31, 1997.

The Selling Stockholders and any broker-dealers acting in connection with
such sales may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any discount, commission or concession received
by them and any profit on the resale of the Shares may be deemed to be
underwriting discounts and commissions under the Securities Act.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Shanley & Fisher, P.C., Morristown, New Jersey.

EXPERTS

The consolidated balance sheets as of June 30, 1997 and 1996 and the
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended June 30, 1997, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of such firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fee-Securities and Exchange Commission................................ $ 10,147
Accounting Fee and Expenses........................................................ 7,500
Legal Fees and Expenses............................................................ 10,000
Miscellaneous Expenses............................................................. 2,000
---------
TOTAL.......................................................................... $ 29,647
---------
---------

All of the foregoing estimated expenses are being borne by The BISYS Group,
Inc. (the "Registrant").

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is organized under the laws of the State of Delaware. Section
145 of the Delaware General Corporation Law permits a Delaware corporation to
indemnify any person who is a party (or is threatened to be made a party) to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise. A corporation may similarly indemnify such
person in the case of actions or suits brought by or in the right of the
corporation, except (unless otherwise ordered by the court) that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation.

A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Any indemnification shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the person has met the aforesaid standard of
conduct. Such determination shall be made (1) by a majority vote of the
directors who were not parties to the action, suit, or proceeding, whether or
not a quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits, or otherwise, in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith. The
statute also provides that it is not exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaws, agreement, vote
of stockholders or disinterested directors, or otherwise. The Registrants'
By-Laws provide for the indemnification of its directors and officers to the
fullest extent permitted by law.

Section 102(b)(7) of the Delaware General Corporation Law allows a Delaware
corporation to limit or eliminate the personal liability of directors to the
corporation and its stockholders for monetary damages for breach of fiduciary
duty as a director. However, this provision excludes any limitation on liability
(1) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law,

II-1

(3) for intentional or negligent payment of unlawful dividends or stock
purchases or redemptions or (4) for any transaction from which the director
derived an improper benefit. Moreover, while this provision provides directors
with protection against awards for monetary damages for breaches of their duty
of care, it does not eliminate such duty. Accordingly, this provision will have
no effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. Finally,
this provision applies to an officer of a corporation only if he or she is a
director of such corporation and is acting in his or her capacity as director,
and does not apply to officers of the corporation who are not directors.

The Registrant's Certificate of Incorporation provides for the limitation on
liability permitted by Section 102(b)(7). The Registrant maintains directors and
officers' liability insurance.

ITEM 16. EXHIBITS

(a) Exhibits

The following exhibits are filed as part of this Registration Statement:

4.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8
Registration No. 333-02932).

4.2 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997).

4.3 Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement No. 33-45417).

4.4 Registration Rights Agreement dated April 22, 1996 among the Registrant and the
several persons named on Schedule I thereto (incorporated by reference to Exhibit No.
10.21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1996).

4.5 Amendment No. 1 dated October 15, 1996 to Registration Rights Agreement dated April
22, 1996 among the Registrant and the several persons named therein (incorporated by
reference to Exhibit No. 4.5 to the Registrant's Registration Statement on Form S-3,
Registration No. 333-16813).

4.6* Registration Rights Agreement dated as of August 15, 1997 among the Registrant and the
several persons named on Schedule I thereto.

4.7* Registration Rights Agreement dated as of August 29, 1997 among the Registrant and the
several persons named on Schedule I thereto.

4.8* Registration Rights Agreement dated as of September 16, 1997 among the Registrant and
the several persons named on Schedule I thereto.

5.1* Opinion of Shanley & Fisher, P.C.

23.1* Consent of Coopers & Lybrand L.L.P.

23.2* Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)

24.1* Powers of Attorney

99.1 Agreement and Plan of Merger dated April 22, 1996 among the Registrant, BISYS
Acquisition Corp., Strategic Solutions Group, Inc. and the stockholders of Strategic
Solutions Group, Inc. (incorporated by reference to Exhibit No. 10.20 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996).

II-2

99.2* Agreement and Plan of Merger dated as of August 5, 1997 among the Registrant, BICHART
Acquisition Corp., Charter Systems, Inc. and the stockholders of Charter Systems, Inc.

99.3* Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-DWW,
Inc., Dascit/White & Winston, Inc. and the stockholders of Dascit/White & Winston,
Inc.

99.4* Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-GPA,
Inc., Group Plan Administrators, Inc. and the stockholders of Group Plan
Administrators, Inc.

99.5* Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-KT,
Inc., Krauss & Trapani Co., Ltd. and the stockholders of Krauss & Trapani Co., Ltd.

99.6* Agreement and Plan of Merger dated as of September 16, 1997 among the Registrant,
BI-BSI Acquisition Corp., Benefit Services, Inc. and the stockholders of Benefit
Services, Inc.

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

* Filed herewith

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee

II-3

benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Little Falls, State of New Jersey, on October 3,
1997.

THE BISYS GROUP, INC.

BY: /S/ KEVIN J. DELL
-----------------------------------------
Kevin J. Dell,
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
Chairman of the Board,
LYNN J. MANGUM Chief Executive Officer
- ------------------------------ and Director (Principal
Lynn J. Mangum Executive Officer)
Executive Vice President
and Chief Robert J.
ROBERT J. MCMULLAN McMullan Financial
- ------------------------------ Officer (Principal
Robert J. Mcmullan Accounting and Principal
Financial Officer)
* President, Chief Operating
- ------------------------------ Officer and Director
Paul H. Bourke
* Director
- ------------------------------
Robert J. Casale
* Director
- ------------------------------
Thomas A. Cooper
* Director
- ------------------------------
Jay W. Dedapper
* Director
- ------------------------------
John J. Lyons
* Director
- ------------------------------
Thomas E. McInerney
* Director
- ------------------------------
Neil P. Marcous

*Lynn J. Mangum hereby signs this Registration Statement on Form S-3 on behalf
of each of the indicated persons for whom he is attorney-in-fact on October 3,
1997 pursuant to a power of attorney filed herewith.

LYNN J. MANGUM
-----------------------------------------
Lynn J. Mangum
By: Attorney-in-fact

Dated: October 3, 1997

II-5

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------------- ---------------------------------------------------------------------------------------------------

4.6 Registration Rights Agreement dated as of August 15, 1997 among the Registrant and the several
persons named in Schedule I thereto.

4.7 Registration Rights Agreement dated as of August 29, 1997 among the Registrant and the several
persons named in Schedule I thereto.

4.8 Registration Rights Agreement dated as of September 16, 1997 among the Registrant and the several
persons named in Schedule I thereto.

5.1 Opinion of Shanley & Fisher, P.C.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Shanley & Fisher, P.C. (included in Exhibit 5.1)

24.1 Powers of Attorney

99.2 Agreement and Plan of Merger dated as of August 5, 1997 among the Registrant, BICHART Acquisition
Corp., Charter Systems, Inc. and the stockholders of Charter Systems, Inc.

99.3 Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-DWW, Inc.,
Dascit/White & Winston, Inc. and the stockholders of Dascit/White & Winston, Inc.

99.4 Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-GPA, Inc., Group
Plan Administrators, Inc. and the stockholders of Group Plan Administrators, Inc.

99.5 Agreement and Plan of Merger dated as of August 29, 1997 among the Registrant, BI-KT, Inc., Krauss
& Trapani Co., Ltd. and the stockholders of Krauss & Trapani Co., Ltd.

99.6 Agreement and Plan of Merger dated as of September 16, 1997 among the Registrant, BI-BSI
Acquisition Corp., Benefit Services, Inc. and the stockholders of Benefit Services, Inc.