UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The BISYS Group, Inc.
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
055472-10-4
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 11 Pages<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 2 of 11
1 Name Of Reporting Person HAMBRECHT & QUIST LLC
IRS Identification No. Of Above Person 94-3220292
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 812,615*
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
812,615*
9 Aggregate Amount Beneficially Owned By Each Reporting Person
812,615*
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
3.3%*
12 Type Of Reporting Person
OO
* See Item 4 below<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 3 of 11
1 Name Of Reporting Person HAMBRECHT & QUIST LIMITED PARTNERSHIP
IRS Identification No. Of Above Person 94-3191336
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 812,615*
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
812,615*
9 Aggregate Amount Beneficially Owned By Each Reporting Person
812,615*
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
3.3%*
12 Type Of Reporting Person
PN
* See Item 4 below<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 4 of 11
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-2856927
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 812,615*
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
812,615*
9 Aggregate Amount Beneficially Owned By Each Reporting Person
812,615*
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
3.3%*
12 Type Of Reporting Person
CO
* See Item 4 below<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 5 of 11
1 Name Of Reporting Person WILLIAM R. HAMBRECHT
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY EACH 812,615*
REPORTING
PERSON WITH 7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
812,615*
9 Aggregate Amount Beneficially Owned By Each Reporting Person
812,615*
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
3.3%*
12 Type Of Reporting Person
IN
* See Item 4 below<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 6 of 11
Item 1(a). Name of Issuer.
The BYSIS Group, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive
Offices.
150 Clove Road, Little Falls, NJ 07424
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover
pages of this Schedule, which Items are incorporated by
reference herein.
Item 2(b). Address of Principal Business Office or, if
none, Residence.
The address of each reporting person is One Bush
Street, San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover
pages of this Schedule, which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities.
Common Stock, $0.02 par value ("Common Stock").
Item 2(e). CUSIP Number.
055472-10-4
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of
the cover pages to this Schedule, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
24,782,101 shares of Common Stock issued and outstanding as
of June 30, 1996. As of June 30, 1996, the following persons
owned the following shares of Common Stock: <PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 7 of 11
Common Stock
Person Directly Owned
Hambrecht & Quist LLC 519,107
Hambrecht & Quist Group 293,508
_______
TOTAL 812,615
=======
Because voting and investment decisions concerning
the above securities may be made by or in conjunction with
Hambrecht & Quist Limited Partnership and William R.
Hambrecht, each of the reporting persons may be deemed a
member of a group that shares voting and dispositive power
over all of the above securities. Although the reporting
persons are reporting such securities as if they were members
of a group, the filing of this Schedule shall not be
construed as an admission by any reporting person that it is
a beneficial owner of any securities other than those
directly held by such reporting person.
Under the definition of "beneficial ownership" in
Rule 13d-3 under the Securities Exchange Act of 1934, it is
also possible that the individual general partners,
directors, executive officers, members and/or managers of the
foregoing entities might be deemed the "beneficial owners" of
some or all of the securities to which this Schedule relates
in that they might be deemed to share the power to direct the
voting or disposition of such securities. Neither the filing
of this Schedule nor any of its contents shall be deemed to
constitute an admission that any of such individuals is, for
any purpose, the beneficial owner of any of the securities to
which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
This Schedule does not include shares of Common
Stock, if any, held by Hambrecht & Quist LLC in its trading
account if it is a market maker in the Issuer's Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof, the reporting persons have ceased
to be the beneficial owners of more than 5% of the Common
Stock, check the following: [x]<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 8 of 11
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 9 of 11
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: July 31, 1996.
HAMBRECHT & QUIST LLC
By: /s/ Steve Machtinger
_________________________________
Name: Steve Machtinger
Title: Senior Vice President
HAMBRECHT & QUIST LIMITED PARTNERSHIP
By: /s/ Steve Machtinger
_________________________________
Name: Steve Machtinger
Title: Vice President of GP
HAMBRECHT & QUIST GROUP
By: /s/ Jackie A. Berterretche
________________________________
Jackie A. Berterretche
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
________________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11<PAGE>
CUSIP No. 055472-10-4 SCHEDULE 13G Page 11 of 11
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Amendment
to Schedule 13G to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment to
Schedule 13G and any subsequent amendment jointly on behalf
of each of such parties.
DATED: July 31, 1996.
HAMBRECHT & QUIST LLC
By: /s/ Steve Machtinger
_________________________________
Name: Steve Machtinger
Title: Senior Vice President
HAMBRECHT & QUIST LIMITED PARTNERSHIP
By: /s/ Steve Machtinger
_________________________________
Name: Steve Machtinger
Title: Vice President of GP
HAMBRECHT & QUIST GROUP
By: /s/ Jackie A. Berterretche
_________________________________
Jackie A. Berterretche
Attorney-in-Fact
WILLIAM R. HAMBRECHT
By: /s/ Jackie A. Berterretche
_________________________________
Jackie A. Berterretche
Attorney-in-Fact<PAGE>
