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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1



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

                  For the Quarterly Period Ended April 1, 2005

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



                        Commission File Number 333-43089




                               THE GSI GROUP, INC.
             (Exact name of registrant as specified in its charter)


                             DELAWARE     37-0856587
                (State or other jurisdiction     (I.R.S. Employer
            of incorporation or organization)     Identification No.)

             1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS     62510
             (Address of principal executive offices)     (Zip 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 reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]  No  [  ]

     Indicate by check mark whether the registrant is an accelerated filer:  Yes
[  ]  No  [X]

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common stock, as of the latest practicable date.  Common stock, par
value  $0.01  per  share,  826,948  shares  outstanding  as  of  May  13,  2005.

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                                        1
<PAGE>




                                TABLE OF CONTENTS
                                                                           PAGE
                                                                           ----
PART  I  -  FINANCIAL  INFORMATION
     Item  1.  Financial  Statements
                    Balance Sheets                                            4
                    Statements of Operations                                  5
                    Statements of Cash Flows                                  6
                    Notes to Financial Statements                             7

     Item 2.   Management's Discussion and Analysis of Financial Condition and
               Results  of  Operations                                       12
     Item 3.   Quantitative  and Qualitative Disclosure About Market Risk    17
     Item 4.   Controls and Procedures                                       17

PART  II  -  OTHER  INFORMATION
     Item 1.     Legal Proceedings                                           19
     Item 2.     Changes in Securities and Use of Proceeds                    *
     Item 3.     Defaults Upon Senior Securities                              *
     Item 4.     Submission of Matters to a Vote of Security Holders          *
     Item 5.     Other Information                                            *
     Item 6.     Exhibits                                                    19




*  No  response  to  this  item  is  included  herein  for the reason that it is
inapplicable.

                                        2
<PAGE>

EXPLANATORY  NOTE


          This  Amendment No. 1 to The GSI Group Inc.'s Quarterly Report on Form
10-Q  for  the  quarterly period ended April 1, 2005 includes restated unaudited
condensed  consolidated  financial  statements  as of April 1, 2005 and April 2,
2004  and  related  changes  to Item 2 - Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations.

          On  May  16, 2005, as reported in our Current Report on Form 8-K dated
May  20, 2005, we were acquired by GSI Holdings Corp.  Following consummation of
this  transaction, new management commenced a review of our historical financial
condition  and  results  of  operations.  On  July  12, 2005, as reported in our
Current  Report  on  Form  8-K  of  that  date, we announced that management, in
consultation  with  our  independent auditors, BKD, LLP, had determined that our
previously  issued  condensed  consolidated financial statements for the quarter
ended  April 1, 2005 may contain errors and thus should not be relied upon until
we  were  able to ascertain whether a restatement would in fact be required.  We
have  now determined that it is necessary to restate these financial statements,
and  include  that  information  in  this  Amendment  No.  1.

          We  have  determined  that  it  is necessary to restate to correct for
historical errors in inventory accounting. The identified errors relate to three
separate  issues:

1)  capitalization  rates  of  overhead  expense  in  inventory,  which  were
inconsistent  with  actual  spending;

2)  the  capitalization of warranty and R&D costs in inventory, which management
believes  should  be  expensed  in  their  entirety;  and

3)  improper application of our policy for establishing reserves for slow moving
inventory,  which  resulted  in  inadequate  historical  reserve  levels.

          Except  as  described  above,  this  Form  10-Q/A  does  not update or
otherwise  amend  our  Q1  2005  10-Q  for changes in events, estimates or other
developments  subsequent to May 16, 2005 (the date of the original filing of the
Quarterly  Report  on  Form  10-Q for our quarterly period ended April 1, 2005).
For  a  discussion of subsequent events and developments that may be material to
investors,  please  refer  to  our  filings  with  the  Securities  and Exchange
Commission  subsequent  to  May  16,  2005.

          Concurrently  with  the  filing  of  this  Form  10-Q/A, we are filing
Amendment  No.  1  to  our  Annual Report on Form 10-K for the fiscal year ended
December  31,  2004,  which  contains restatements of our consolidated financial
statements  as  of  December 31, 2004, 2003 and 2002, and related changes, which
restatements  are  being  made  for  the  reasons  described  above.


FORWARD-LOOKING  STATEMENTS

     Certain  statements  contained  in  this  report  are  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended.
Forward-looking  statements  are statements other than historical information or
statements  of  current  condition.  Some  forward-looking  statements  may  be
identified  by the use of terms such as "believes," "anticipates," "intends," or
"expects."  Forward-looking  statements  are subject to risks, uncertainties and
other  factors  that could cause actual results to differ materially from future
results  expressed or implied by such statements, and such statements should not
be  regarded  as a representation that the stated objectives will be achieved.


                                        3
<PAGE>
                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                 THE GSI GROUP, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                (UNAUDITED)

                                                                            APRIL  1,    DECEMBER 31,
ASSETS                                                                        2005           2004
-------------------------------------------------------------------------  -----------  --------------
<S>                                                                        <C>          <C>
  RESTATED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  RESTATED
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $    1,987   $       2,304
  Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .      29,275          24,656
  Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .      51,533          48,653
  Prepaids. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,114           3,489
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,670           3,416
                                                                           -----------  --------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . .      87,579          82,518
                                                                           -----------  --------------
Property, Plant and Equipment, net. . . . . . . . . . . . . . . . . . . .      32,165          32,548
                                                                           -----------  --------------
Other Assets:
  Goodwill and other intangible assets, net . . . . . . . . . . . . . . .      11,586          11,758
  Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,254           1,309
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,544           2,544
                                                                           -----------  --------------
      Total other assets. . . . . . . . . . . . . . . . . . . . . . . . .      15,384          15,611
                                                                           -----------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  135,128   $     130,677
                                                                           ===========  ==============

LIABILITIES AND  STOCKHOLDERS' DEFICIT
-------------------------------------------------------------------------
Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   18,383   $      16,629
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,374           1,708
  Payroll and payroll related expenses. . . . . . . . . . . . . . . . . .       5,737           4,652
  Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .       6,811           6,937
  Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,581           7,090
  Current maturities of long-term debt. . . . . . . . . . . . . . . . . .       5,116           5,167
                                                                           -----------  --------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . .      48,002          42,183
                                                                           -----------  --------------
Long-Term Debt, less current maturities . . . . . . . . . . . . . . . . .     130,002         133,963
                                                                           -----------  --------------

Minority Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,560           1,366

Stockholders' Deficit:
  Common stock, $.01 par value, voting (authorized 6,900,000 shares;
    issued 6,633,652 shares; outstanding 626,948 shares). . . . . . . . .          16              16
  Common stock, $.01 par value, nonvoting (authorized 1,100,000 shares;
    issued 1,059,316 shares; outstanding 200,000 shares). . . . . . . . .           2               2
  Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,548           5,821
  Accumulated other comprehensive loss (cumulative currency  translation
   adjustment). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (10,674)        (10,124)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,231            (991)
  Treasury stock, at cost, voting (6,006,704 shares). . . . . . . . . . .     (41,550)        (41,550)
  Treasury stock, at cost, nonvoting (859,316 shares) . . . . . . . . . .          (9)             (9)
                                                                           -----------  --------------
      Total stockholders' deficit . . . . . . . . . . . . . . . . . . . .     (44,436         (46,835
                                                                           -----------  --------------
      Total liabilities and stockholders' deficit . . . . . . . . . . . .  $  135,128   $     130,677
                                                                           ===========  ==============
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
                              of these statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>


                            THE GSI GROUP, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                         (UNAUDITED)


                                    THREE FISCAL MONTHS ENDED
                                    -------------------------

                                                                      RESTATED    RESTATED
                                                                      APRIL 1,    APRIL 2,
                                                                        2005        2004
                                                                     ----------  -----------
<S>                                                                  <C>         <C>
Sales                                                                $  72,674   $   58,444

Cost of sales                                                           55,991       46,143
                                                                     ----------  -----------

    Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . .     16,683       12,301

Selling, general and administrative expenses. . . . . . . . . . . .      8,827        8,705
Amortization expense. . . . . . . . . . . . . . . . . . . . . . . .        162          162
                                                                     ----------  -----------
  Total operating expenses. . . . . . . . . . . . . . . . . . . . .      8,989        8,867
                                                                     ----------  -----------

Operating income. . . . . . . . . . . . . . . . . . . . . . . . . .      7,694        3,434

Other income (expense):
  Interest expense. . . . . . . . . . . . . . . . . . . . . . . . .     (3,581)      (3,075)
  Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .        474         (284)
                                                                     ----------  -----------


Income (loss) from continuing operations before income tax expense.      4,587           75

Income tax expense. . . . . . . . . . . . . . . . . . . . . . . . .        614           99
                                                                     ----------  -----------

Income (loss) from continuing operations. . . . . . . . . . . . . .      3,973          (24)

Discontinued Operations:
    Gain (loss) from discontinued operations, net of income taxes .         --          129
                                                                     ----------  -----------

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .      3,973          105
                                                                     ==========  ===========


Basic and diluted earnings (loss) per share . . . . . . . . . . . .  $    4.80   $     0.06
                                                                     ----------  -----------

Weighted average common shares outstanding. . . . . . . . . . . . .    826,948    1,775,000
                                                                     ==========  ===========
</TABLE>




The accompanying notes to consolidated financial statements are an integral part
                              of these statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>

                               THE GSI GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (IN THOUSANDS)
                                            (UNAUDITED)


                                                            THREE FISCAL MONTHS ENDED
                                                           ---------------------------
                                                                    RESTATED             RESTATED
                                                                    APRIL 1,             APRIL 2,
                                                                      2005                 2004
                                                           ---------------------------  ----------
<S>                                                        <C>                          <C>
Cash Flows From Operating Activities:
  Depreciation and amortization expense . . . . . . . . .                       1,622       1,364
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                       5,509       5,088
                                                           ---------------------------  ----------
          Net cash flows provided by operating activities                       7,131       6,452
                                                           ---------------------------  ----------


Cash Flows From Investing Activities:
  Capital expenditures. . . . . . . . . . . . . . . . . .                      (1,268)       (577)
  Proceeds from sale of fixed assets. . . . . . . . . . .                         207         352
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                           2         (30)
                                                           ---------------------------  ----------
          Net cash flows used in investing activities . .                      (1,059)       (255)
                                                           ---------------------------  ----------

Cash Flows From Financing Activities:
    Proceeds from shareholder loan. . . . . . . . . . . .                          --         734
    Payments on shareholder loan. . . . . . . . . . . . .                          --        (530)
  Payments on long-term debt. . . . . . . . . . . . . . .                         (51)         --
  Net payments under line of credit agreement . . . . . .                      (4,030)     (6,589)
    Dividends . . . . . . . . . . . . . . . . . . . . . .                      (1,538)       (250)
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                        (725)       (494)
                                                           ---------------------------  ----------
          Net cash flows used in financing activities . .                      (6,344)     (7,129)
                                                           ---------------------------  ----------

Effect of Exchange Rate Changes on Cash . . . . . . . . .                         (45)          1

Decrease In Cash and Cash Equivalents . . . . . . . . . .  $                     (317)  $    (931)
Cash and Cash Equivalents, beginning of period. . . . . .                       2,304       3,439
                                                           ---------------------------  ----------
Cash and Cash Equivalents, end of period. . . . . . . . .  $                    1,987   $   2,508
                                                           ===========================  ==========
</TABLE>


The accompanying notes to consolidated financial statements are an integral part
                              of these statements.


                                        6
<PAGE>
                      THE GSI GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          The  financial  statements  have  been prepared by The GSI Group, Inc.
(the  "Company"),  without  audit,  pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been condensed or omitted pursuant to such rules and regulations, although
the  Company  believes that the disclosures are adequate to make the information
not  misleading.  These  financial statements should be read in conjunction with
the  financial  statements and related notes contained in the Company's December
31,  2004 Form 10-K as filed with the Securities and Exchange Commission.  Other
than  as  indicated herein, there have been no significant changes from the data
presented  in  the  Company's  2004  Form  10-K.

     In  the  opinion  of  management,  the  financial  statements  contain  all
adjustments necessary to present fairly the financial position of the Company as
of  April  1,  2005  and  the results of operations and cash flows for the three
months  ended April 1, 2005.  Those adjustments consist only of normal recurring
adjustments.

     The  results  of  operations for the three-month period ended April 1, 2005
are  not  necessarily  indicative  of  the  operating results for the full year.

2.     RESTATEMENT

FIRST  RESTATEMENT

During  the  Company's  2004  year-end  closing  process, the Company discovered
unintentional  accounting  errors  in  prior  years'  financial statements.  The
errors  were  corrected  in the 2004 financial statements.  A description of the
errors  and related impact of each on the financial statements follows.  Amounts
are  stated  in  whole  dollars.

     At  the  end  of  2001,  the Company began the process of shutting down its
Mason City, Iowa plant, which served as the headquarters for its DMC subsidiary.
As  the  Company  began the revenue cycle process at its corporate headquarters,
cost  of  sales  estimates  were  understated during 2002, while cost accounting
records  were  being  developed for the products previously handled by the Mason
City  employees,  which  caused  the  remaining  inherited inventory costs to be
overstated  by  approximately  $6,470,000.  The  Company  became  aware  of  the
overstatement  in  early  2003, but erroneously assigned the overstated value to
inventory  that  would  flow  through the cost of sales over the next few years.
This  erroneous  correction  reduced  the  stated  value  of  the  inventory  by
approximately  $2,206,000  in  2003  and  $4,264,000  in  2004.  During the 2004
year-end closing process, this issue was re-examined, and the Company determined
that  it  would  be  appropriate  to restate the 2002 cost of sales and year-end
inventory,  the  period  when  the  overstatement  occurred.  This  adjustment
increased  the  previously  reported  2004  quarterly  net  income  by $360,000.

     In 1997, the Company's majority stockholder began selling non-voting shares
to  certain  employees.  The  Company's majority stockholder helped finance each
employee's  purchase  with  a  loan to each employee with the shares as the only
collateral  for  the notes.  APB Opinion 25 and its interpretations require that
these  transactions  be  imputed  to  the  Company's financial statements and be
accounted  for  as  variable  stock  awards,  which practice the Company had not
previously  followed.  Treatment  of  the  transaction as a variable stock award
requires  the  Company  to recognize as compensation expense the extent to which
the  fair  market  value  of the underlying shares exceeds the original purchase
price  for  such  shares. The fair value of the underlying shares first exceeded
the  price  paid  for the shares in 2002.  The effect of recording the resulting
compensation  expense  reduced  previously reported 2004 quarterly net income by
$448,000.  There  were  no  dividends paid to the non-voting stockholders during
the  first  fiscal  quarter  of  2004.

     In  2002,  the  Company  entered  into an agreement with the manager of its
Brazilian  subsidiary  whereby  the  Company  agreed  to issue him shares of the
Brazilian subsidiary's stock primarily based on the financial performance of the
Brazilian  subsidiary.  This  agreement  constitutes  a  stock  compensation
arrangement  for  which  the  Company  did not previously recognize compensation
expense.  The  effect  of  recording  compensation  expense  related  to  this
arrangement  reduced  previously reported 2004 quarterly net income by $125,000.
                                        7
<PAGE>
     Prior to the 2004 closing process, the Company had been using Mexican Pesos
as  the  functional currency of its Mexican subsidiary.  During the 2004 closing
process,  the  Company  determined  that  the correct functional currency of its
Mexican subsidiary should be U.S. Dollars rather than Mexican Pesos.  The effect
of  this change reduced previously reported 2004 quarterly net income by $6,000.

     The Company changed from a stop-loss workers' compensation insurance policy
to a high-deductible self-insured policy in 2000 and did not subsequently accrue
a  liability  for  claims incurred but not reported.  The effect of accruing for
such claims in 2004 reduced previously reported quarterly net income by $55,000.

     The  Company also made adjustments in 2004 to correct previous reporting of
overhead  adjustments  in  overseas inventories and gain on inter-company sales.

     The  impact  of  the  above  noted  adjustments  on the Company's financial
statements  for  the  first  fiscal  quarter  of 2004 is summarized in the table
below.  Amounts  are  stated  in  thousands of dollars except for per share line
items.

SECOND  RESTATEMENT

          Subsequent  to  the sale of all of the stock of the Company on May 16,
2005,  the  new  management appointed by the new owner of the Company discovered
additional  accounting  errors  in prior years' financial statements. The errors
have  been  corrected  in the accompanying 2005 and 2004 financial statements. A
description of the errors and related impact on each of the financial statements
follows.  Amounts  are  stated  in  whole  dollars.

The  Company  made  adjustments  in the first fiscal quarter of 2005 and 2004 to
correct  its  allowance  for  obsolete  inventory  to  conform  to the Company's
historical  policy.  The effect of these changes reduced quarterly net income by
$243,000  in  the  first fiscal quarter of 2005 and $140,000 in the first fiscal
quarter  of  2004.

The  Company  made  adjustments  in  2004  to  expense warranty and research and
development  costs, which were erroneously  included in inventory. The effect of
these  changes  increased  quarterly net income by $ 163,000 in the first fiscal
quarter  of  2004.

The  Company made adjustments in 2005 and 2004 to correct the amount of overhead
that  was  included  in  inventory. The previous inventory included an excessive
amount  of overhead. The effect of these changes reduced quarterly net income by
$998,000  in the first fiscal quarter of 2005 and increased quarterly net income
by  $547,000  in  the  first  fiscal  quarter  of  2004.

The  combined effect of these changes reduced quarterly net income by $1,241,000
in  the  first  fiscal  quarter  of  2005  and increased quarterly net income by
$570,000  in  the  first  fiscal  quarter  of  2004.

The  impact of the above noted adjustments on the Company's financial statements
for the first fiscal quarter of 2005 and 2004 are summarized in the table below.
Amounts  are  stated  in  thousands  of dollars except for per share line items.
<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                       AS PREVIOUSLY REPORTED    RESTATEMENT   RESTATED   RESTATEMENT  RESTATED
<S>                                    <C>                      <C>            <C>        <C>          <C>
FIRST FISCAL QUARTER  2005
Consolidated Balance Sheet:
     Inventory. . . . . . . . . . . .  $                56,992  $     (5,389)  $  51,533
     Retained earnings. . . . . . . .                    7,620        (5,389)      2,231

Consolidated Statement of Income:
     Cost of sales. . . . . . . . . .                   54,750         1,241      55,991
     Operating income . . . . . . . .                    8,935        (1,241)      7,694
     Net income . . . . . . . . . . .                    5,214        (1,241)      3,973
     Basic and diluted loss per share  $                  6.31  $      (1.51)  $    4.80
</TABLE>

                                        8
<PAGE>


<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                                    AS PREVIOUSLY REPORTED    RESTATEMENT    RESTATED    RESTATEMENT    RESTATED
<S>                                                <C>                       <C>            <C>         <C>            <C>
FIRST FISCAL QUARTER  2004
Consolidated Balance Sheet:
     Inventory. . . . . . . . . . . . . . . . . .  $                57,901   $     (1,233)  $  56,668
     Retained earnings. . . . . . . . . . . . . .                   12,122         (1,233)     10,889

Consolidated Statement of Income:
     Cost of sales. . . . . . . . . . . . . . . .                   47,104           (391)     46,713           (570)  $  46,143
     Selling, general and administrative expenses                    8,161            544       8,705
     Operating income . . . . . . . . . . . . . .                    3,207           (343)      2,864            570       3,434
     Other, net . . . . . . . . . . . . . . . . .                     (179)            (6)       (185)
     Net loss . . . . . . . . . . . . . . . . . .                     (159)          (306)       (465)           570         105
     Basic and diluted loss per share . . . . . .                   ($0.09)        ($0.17)     ($0.26)  $       0.20      ($0.06)
</TABLE>




3.     COMPREHENSIVE  INCOME  (LOSS)

          The  components  of  comprehensive  income  (loss)  for  the  periods
presented  are  as  follows  (in  thousands):
<TABLE>
<CAPTION>


                                             (Unaudited) (Restated)  Unaudited) (Restated)
                                                    April 1,               April 2,
                                                      2005                   2004
                                             ----------------------  ---------------------
<S>                                          <C>                     <C>
Net income. . . . . . . . . . . . . . . . .                  3,973                    105
Cumulative currency translation adjustment.                   (550)                  (398)
  Comprehensive income (loss) . . . . . . .                  3,423                   (293)
                                             ======================  =====================
</TABLE>



4.     DETAIL  OF  CERTAIN  ASSETS
<TABLE>
<CAPTION>



                    (UNAUDITED) (RESTATED)     (RESTATED)
                           APRIL 1,           DECEMBER 31,
                             2005                 2004
                    -----------------------  --------------
(IN THOUSANDS)
<S>                 <C>                      <C>
Inventories
  Raw materials. .  $                22,222  $       22,876
  Work-in-process.                   14,418           7,581
  Finished goods .                   14,893          18,196
                    -----------------------  --------------
       Total . . .  $                51,533  $       48,653
                    =======================  ==============
</TABLE>






5.   SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The  Company  paid approximately $0.5 million in interest during the fiscal
quarters  ended  April  1,  2005  and April 2, 2004.  The Company paid no income
taxes during the first quarters of 2005 and 2004 because it was a subchapter "S"
corporation  during  those  periods.

                                        9
<PAGE>



6.     LONG-TERM  DEBT

     The  indenture  governing  the Company's senior subordinated notes contains
certain restrictive covenants.  The more significant of these covenants restrict
the  ability of the Company to dispose of assets, incur additional indebtedness,
pay  dividends  or make distributions and other payments affecting subsidiaries.
The Company was in compliance with the covenants under the indenture as of April
1,  2005.  The  Company  issued a call for redemption of its senior subordinated
notes  due  2007  on  May  16,  2005.  See  Note  9,  "Subsequent  Events."

     The  credit  facility  with  Congress  Financial Corporation (Central) (the
"Credit  Facility")  required  the  Company  to maintain a senior debt to EBITDA
ratio  and  a fixed charge coverage ratio.  Borrowings under the Credit Facility
were secured by substantially all of the assets of the Company.  The Company had
$21.1 million of availability under the revolving portion of the Credit Facility
as of April 1, 2005.  The Company was in compliance with the covenants under the
Credit  Facility  as  of April 1, 2005.  On May 16, 2005, the Company refinanced
the  Credit  Facility  and  entered  into a new loan and security agreement with
Wachovia  Capital  Finance  Corporation  (Central).  See  Note  9,  "Subsequent
Events."

7.     COMMITMENTS  AND  CONTINGENCIES

     Sales  of  agricultural  equipment are seasonal, with farmers traditionally
purchasing  grain  storage  bins  and grain drying and handling equipment in the
summer and fall in conjunction with the harvesting season, and swine and poultry
producers  purchasing equipment during prime construction periods in the spring,
summer  and  fall.  The  Company's  sales  and net income have historically been
lower  during the first and fourth fiscal quarters as compared to the second and
third  quarters.

8.   BUSINESS  SEGMENT

     The  Company  has  no  separately  reportable  segments  in accordance with
Statement  of  Financial Accounting Standard ("SFAS") No. 131, "Disclosure About
Segments  of  an Enterprise and Related Information."  Under the enterprise wide
disclosure  requirements  of SFAS 131, the Company reports sales by each product
line.  Amounts  for  the  first fiscal quarters of 2005 and 2004 are as shown in
the  table  below  (in  thousands).
<TABLE>
<CAPTION>

                                     (UNAUDITED)

                         (RESTATED)   (UNAUDITED) RESTATED)
                          APRIL 1,           APRIL 2,
                            2005               2004
                         -----------  ----------------------
<S>                      <C>          <C>
Grain product line. . .  $    42,914  $              32,464
Swine product line. . .       12,860                  9,924
Poultry product line. .       16,900                 16,246
Discontinued operations           --                   (190)
                         -----------  ----------------------
     Sales. . . . . . .  $    72,674  $              58,444
                         ===========  ======================
</TABLE>


     For  the  first fiscal quarters of 2005 and 2004, sales in Brazil were $8.6
million  and  $7.3 million, respectively.  Long-lived assets in Brazil were $4.4
million  at  April  1,  2005.

9.     SUBSEQUENT  EVENTS

On  May  16,  2005,  the  Company  completed  the  offering of $110.0 million in
aggregate principal amount of its 12% senior notes due 2013.  In connection with
this  offering,  the Company also refinanced its senior secured credit facility,
which  new facility includes a $60.0 million revolving credit facility.  Also on
this  date,  the closing of the acquisition of all of the issued and outstanding
shares  of  the  Company's  common  stock  by  GSI  Holdings  Corp.  took place.

     The  proceeds  from  the notes offering, together with borrowings under the
Company's  refinanced  credit  facility  and a cash equity contribution from GSI
Holdings  Corp.,  will  be  used to redeem all of the Company's outstanding 10 %
senior  subordinated  notes  due  2007  as  well  as  pay the related redemption
premium,  repay  all  outstanding borrowings under the Company's previous credit
facility, repay all outstanding loans made to the Company by its former majority
stockholder  and  pay fees and expenses related to the refinancing transactions.
                                       10
<PAGE>
     The Company may redeem all or part of the new senior notes beginning on May
15,  2009  at the redemption prices specified in the indenture governing the new
notes.  Prior to May 15, 2008, the Company may redeem up to 35% of the new notes
at  a  redemption price of 112% of the principal amount, plus accrued and unpaid
interest,  if  any,  to the date of the redemption, with the proceeds of certain
equity  offerings.


                                       11
<PAGE>

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

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of  the  Company should be read in conjunction with the Consolidated
Financial  Statements  and  the  notes  included  in  Item  1  hereof.

GENERAL

     The  Company  is  a major worldwide manufacturer of agricultural equipment.
The  Company's  grain,  swine  and  poultry  products  are used by producers and
purchasers  of  grain,  and  by  producers  of swine and poultry. Demand for our
agricultural  equipment  is  driven  by  the  overall  level of grain, swine and
poultry  production,  the  level  of  net  farm income, agricultural real estate
values  and  producers'  increasing  focus  on  improving  productivity in their
operations. In addition, fluctuations in grain and feed prices affect our sales,
with  sustained  increases  in  grain  and feed prices increasing demand for our
grain  equipment  and  decreasing demand for our swine and poultry equipment. We
believe  that  our  diversified  product  offerings  mitigate  the  effects  of
fluctuations in the price of grain. Sales of our swine and poultry equipment are
also  affected  by long-term trends in consumer demand for pork and poultry both
domestically  and  internationally.

     Sales  of  agricultural  equipment are seasonal, with farmers traditionally
purchasing  grain  storage bins and grain conditioning and handling equipment in
the  summer  and  fall  in conjunction with the harvesting season, and swine and
poultry  producers purchasing equipment during prime construction periods in the
spring,  summer  and  fall. The Company's sales, operating income and net income
have  historically  been  lower  during  the first and fourth fiscal quarters as
compared  to  the  second and third quarters. Traditionally, this has caused the
Company  to  have  increased  working  capital needs during the second and third
quarters  as  material  is purchased and converted to inventory during the year.

     Although  the Company's sales are primarily denominated in U.S. dollars and
are  not  generally  affected  by currency fluctuations (except for transactions
from  the  Company's  Brazilian operation), the production costs, profit margins
and  competitive  position  are  affected  by  the  strength  of the U.S. dollar
relative  to  the strength of the currencies in countries where its products are
sold.

     The Company's international sales have historically comprised a significant
portion  of  our total sales. In the first fiscal quarters of 2005 and 2004, the
Company's  international  sales  accounted  for  28%  and  31%  of  total sales,
respectively.  International  operations  generally are subject to various risks
that  are  not  present  in  domestic  operations,  including  restrictions  on
dividends,  restrictions on repatriation of funds, unexpected changes in tariffs
and  other  trade  barriers,  difficulties  in  staffing  and  managing  foreign
operations,  political  instability,  fluctuations  in  currency exchange rates,
reduced  protection for intellectual property rights in some countries, seasonal
reductions in business activity and potentially adverse tax consequences, any of
which  could  adversely  impact  our  international  operations.

     The  primary raw materials we use to manufacture our products are steel and
polymers.  Fluctuations  in the prices of steel and, to a lesser extent, polymer
materials  can  impact  our  cost  of  sales.

     On  May  16, 2005, in connection with the closing of the purchase of all of
the  issued and outstanding shares of the Company's common stock by GSI Holdings
Corp.,  the  Company  was  converted  from  a  subchapter  "S"  corporation to a
subchapter "C" corporation, which means that it will now be a taxable entity for
federal  and state income tax purposes.  For the portion of the Company's fiscal
year  preceding  that  date,  the  Company  has  made  a tax distribution to its
stockholders in an amount sufficient to allow them to pay their resulting income
taxes  for  such  period.

RESTATEMENT

FIRST  RESTATEMENT

During  the  Company's  2004  year-end  closing  process, the Company discovered
unintentional  accounting  errors  in  prior  years'  financial statements.  The
errors  were  corrected  in the 2004 financial statements.  A description of the
errors  and related impact of each on the financial statements follows.  Amounts
are  stated  in  whole  dollars.
                                       12
<PAGE>
     At  the  end  of  2001,  the Company began the process of shutting down its
Mason City, Iowa plant, which served as the headquarters for its DMC subsidiary.
As  the  Company  began the revenue cycle process at its corporate headquarters,
cost  of  sales  estimates  were  understated during 2002, while cost accounting
records  were  being  developed for the products previously handled by the Mason
City  employees,  which  caused  the  remaining  inherited inventory costs to be
overstated  by  approximately  $6,470,000.  The  Company  became  aware  of  the
overstatement  in  early  2003, but erroneously assigned the overstated value to
inventory  that  would  flow  through the cost of sales over the next few years.
This  erroneous  correction  reduced  the  stated  value  of  the  inventory  by
approximately  $2,206,000  in  2003  and  $4,264,000  in  2004.  During the 2004
year-end closing process, this issue was re-examined, and the Company determined
that  it  would  be  appropriate  to restate the 2002 cost of sales and year-end
inventory,  the  period  when  the  overstatement  occurred.  This  adjustment
increased  the  previously  reported  2004  quarterly  net  income  by $360,000.

     In 1997, the Company's majority stockholder began selling non-voting shares
to  certain  employees.  The  Company's majority stockholder helped finance each
employee's  purchase  with  a  loan to each employee with the shares as the only
collateral  for  the notes.  APB Opinion 25 and its interpretations require that
these  transactions  be  imputed  to  the  Company's financial statements and be
accounted  for  as  variable  stock  awards,  which practice the Company had not
previously  followed.  Treatment  of  the  transaction as a variable stock award
requires  the  Company  to recognize as compensation expense the extent to which
the  fair  market  value  of the underlying shares exceeds the original purchase
price  for  such  shares. The fair value of the underlying shares first exceeded
the  price  paid  for the shares in 2002.  The effect of recording the resulting
compensation  expense  reduced  previously reported 2004 quarterly net income by
$448,000.  There  were  no  dividends paid to the non-voting stockholders during
the  first  fiscal  quarter  of  2004.

     In  2002,  the  Company  entered  into an agreement with the manager of its
Brazilian  subsidiary  whereby  the  Company  agreed  to issue him shares of the
Brazilian subsidiary's stock primarily based on the financial performance of the
Brazilian  subsidiary.  This  agreement  constitutes  a  stock  compensation
arrangement  for  which  the  Company  did not previously recognize compensation
expense.  The  effect  of  recording  compensation  expense  related  to  this
arrangement  reduced  previously reported 2004 quarterly net income by $125,000.

     Prior to the 2004 closing process, the Company had been using Mexican Pesos
as  the  functional currency of its Mexican subsidiary.  During the 2004 closing
process,  the  Company  determined  that  the correct functional currency of its
Mexican subsidiary should be U.S. Dollars rather than Mexican Pesos.  The effect
of  this change reduced previously reported 2004 quarterly net income by $6,000.

     The Company changed from a stop-loss workers' compensation insurance policy
to a high-deductible self-insured policy in 2000 and did not subsequently accrue
a  liability  for  claims incurred but not reported.  The effect of accruing for
such claims in 2004 reduced previously reported quarterly net income by $55,000.

     The  Company also made adjustments in 2004 to correct previous reporting of
overhead  adjustments  in  overseas inventories and gain on inter-company sales.

     The  impact  of  the  above  noted  adjustments  on the Company's financial
statements  for  the  first  fiscal  quarter  of 2004 is summarized in the table
below.  Amounts  are  stated  in  thousands of dollars except for per share line
items.

SECOND  RESTATEMENT

          Subsequent  to  the sale of all of the stock of the Company on May 16,
2005,  the  new  management appointed by the new owner of the Company discovered
additional  accounting  errors  in prior years' financial statements. The errors
have  been  corrected  in the accompanying 2005 and 2004 financial statements. A
description of the errors and related impact on each of the financial statements
follows.  Amounts  are  stated  in  whole  dollars.

The  Company  made  adjustments  in the first fiscal quarter of 2005 and 2004 to
correct  its  allowance  for  obsolete  inventory  to  conform  to the Company's
historical  policy.  The effect of these changes reduced quarterly net income by
$243,000  in  the  first fiscal quarter of 2005 and $140,000 in the first fiscal
quarter  of  2004.

The  Company  made  adjustments  in  2004  to  expense warranty and research and
development  costs, which were erroneously  included in inventory. The effect of
these  changes  increased  quarterly net income by $ 163,000 in the first fiscal
quarter  of  2004.
                                       13
<PAGE>
The  Company made adjustments in 2005 and 2004 to correct the amount of overhead
that  was  included  in  inventory. The previous inventory included an excessive
amount  of overhead. The effect of these changes reduced quarterly net income by
$998,000  in the first fiscal quarter of 2005 and increased quarterly net income
by  $547,000  in  the  first  fiscal  quarter  of  2004.

The  combined effect of these changes reduced quarterly net income by $1,241,000
in  the  first  fiscal  quarter  of  2005  and increased quarterly net income by
$570,000  in  the  first  fiscal  quarter  of  2004.

The  impact of the above noted adjustments on the Company's financial statements
for the first fiscal quarter of 2005 and 2004 are summarized in the table below.
Amounts  are  stated  in  thousands  of dollars except for per share line items.
<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                       AS PREVIOUSLY REPORTED    RESTATEMENT   RESTATED   RESTATEMENT  RESTATED
<S>                                    <C>                      <C>            <C>        <C>          <C>
FIRST FISCAL QUARTER  2005
Consolidated Balance Sheet:
     Inventory. . . . . . . . . . . .  $                56,992  $     (5,389)  $  51,533
     Retained earnings. . . . . . . .                    7,620        (5,389)      2,231

Consolidated Statement of Income:
     Cost of sales. . . . . . . . . .                   54,750         1,241      55,991
     Operating income . . . . . . . .                    8,935        (1,241)      7,694
     Net income . . . . . . . . . . .                    5,214        (1,241)      3,973
     Basic and diluted loss per share  $                  6.31  $      (1.51)  $    4.80
</TABLE>



<TABLE>
<CAPTION>

          FIRST     AS     SECOND     AS

                                                    AS PREVIOUSLY REPORTED    RESTATEMENT    RESTATED    RESTATEMENT    RESTATED
<S>                                                <C>                       <C>            <C>         <C>            <C>
FIRST FISCAL QUARTER  2004
Consolidated Balance Sheet:
     Inventory. . . . . . . . . . . . . . . . . .  $                57,901   $     (1,233)  $  56,668
     Retained earnings. . . . . . . . . . . . . .                   12,122         (1,233)     10,889

Consolidated Statement of Income:
     Cost of sales. . . . . . . . . . . . . . . .                   47,104           (391)     46,713           (570)  $  46,143
     Selling, general and administrative expenses                    8,161            544       8,705
     Operating income . . . . . . . . . . . . . .                    3,207           (343)      2,864            570       3,434
     Other, net . . . . . . . . . . . . . . . . .                     (179)            (6)       (185)
     Net loss . . . . . . . . . . . . . . . . . .                     (159)          (306)       (465)           570         105
     Basic and diluted loss per share . . . . . .                   ($0.09)        ($0.17)     ($0.26)  $       0.20      ($0.06)
</TABLE>



RESULTS  OF  OPERATIONS  (AFTER  SECOND  RESTATEMENT)

Three  Months  Ended  April 1, 2005 Compared to Three Months Ended April 2, 2004

     Sales  increased  24.4%  or  $14.3  million  to  $72.7 million in the first
quarter  of  2005 compared to $58.4 million in the first quarter of 2004.  Grain
sales  increased  32%  in the first quarter 2005 to $42.9 million primarily as a
result  of  strong  grain  storage  demand  and  market share penetration of new
products  such  as  grain  transportation  equipment.   Strong  sales  of  grain
equipment  in  our Brazilian subsidiary also contributed to the increase.  Swine
sales  increased  29.6%  due  to an improved swine production market that allows
producers  to  upgrade equipment.  Poultry equipment sales were essentially flat
year  over  year.

     Gross  profit  increased  to  $16.7 million in the first quarter of 2005 or
23.0%  of sales from $12.3 million or 21.1% of sales in the same period of 2004.
This  increase  was primarily due to increased volume, which allowed the company
to  leverage  its  fixed  expenses.
                                       14
<PAGE>
     Operating  expenses  increased  2.9% or $0.2 million to $9.0 million in the
first  quarter  of  2005  from  $8.9  million  in  the same period of 2004. This
increase  was  primarily the result of increased selling expenses related to the
increased  volume.

     Operating  income  increased  to  $7.7 million in the first quarter of 2005
from  $3.4  million  in  the  first  quarter  of 2004.  Operating income margins
increased  to  10.6%  of  sales  in  2005  from  5.9%  in  2004.

     Interest  expense  increased  $0.5  million in the first quarter of 2005 as
compared  to  the  first  quarter  of  2004  due  to  higher  borrowing  costs.

     Net  income increased by $3.9 million to $4.0 million for the first quarter
of  2005  from  net  income  of  $  0.1  million  in  the  same  period of 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has historically funded capital expenditures, working capital
requirements,  debt  service,  stockholder  dividends and stock repurchases from
cash  flow from its operations, augmented by borrowings made under the Company's
credit  facility  and  the  sale  of  the  Company's  notes.

     The Company's working capital requirements for its operations are seasonal,
with  investments  in working capital typically building in the second and third
quarters  and  then  declining  in  the  first and fourth quarters.  The Company
defines working capital as current assets less current liabilities.  As of April
1,  2005,  the  Company had $39.6 million of working capital, a decrease of $0.8
million  from  working capital as of December 31, 2004.  The decrease in working
capital  was  primarily  due  to  increases in payroll related expenses, accrued
expenses, accrued interest, customer deposits and accounts payable and decreases
in  prepaids  of  $8.8  million,  partially  offset  by  increases  in  accounts
receivable  and  inventory  of  $7.9  million.

     Operating activities provided $7.1 million and $6.4 million in cash flow in
the  first  quarters of 2005 and 2004, respectively.  This $0.7 million increase
in cash flow was primarily the result of an increase in net income, depreciation
and  amortization,  inventory,  deferred  taxes and other current assets of $7.6
million, partially offset by a decrease in accounts receivable, accounts payable
and  customer  deposits  of  $6.7 million compared to the first quarter of 2004.

     Investing activities used $1.1 million and $0.3 million in cash flow in the
first  quarters of 2005 and 2004, respectively.  The cash was used primarily for
machinery  and  equipment  purchases.

     Financing activities used $6.3 million and $7.1 million in cash flow in the
first  quarters of 2005 and 2004, respectively.  The cash was used primarily for
payments  on  the  Company's  credit  facility.

     The  Company  believes  that  existing  cash, cash flow from operations and
available  borrowings  under  its  refinanced  revolving credit facility will be
sufficient to support its working capital, capital expenditures and debt service
requirements  for  the  foreseeable  future.

     On  May 16, 2005, the Company entered into a five-year credit facility with
lenders led by Wachovia Capital Finance Corporation (Central) to provide up to a
maximum  amount  of  $60.0  million,  subject  to  various  conditions including
borrowing base availability to replace the Company's then-existing senior credit
facility,  which  provided  for maximum outstanding borrowings of $75.0 million.
Up  to  $15.0 million of the facility will be available for issuances of letters
of  credit.  The availability of revolving loans and letters of credit are based
on  a  borrowing  base,  which includes accounts receivable, inventory and fixed
assets.  In  addition,  subject  to  the  fulfillment  of  certain  conditions,
including  the  consent  of  the  Export-Import Bank of the United States ("Exim
Bank")  and any changes that may be required to our exiting agreements with Exim
Bank,  we  expect  to  be  able  to borrow revolving loans and obtain letters of
credit  of  up  to $2.5 million based on the value of certain foreign subsidiary
accounts  receivable  and inventory under the Exim Bank working capital guaranty
program.  Revolving loan borrowings bear interest at a rate per annum as elected
by  the Company equal to 1.5% to 2.0% over LIBOR or 0.0% to 0.50% over the Prime
Rate,  both  being  based  on  excess  availability  under  the  borrowing base.

                                       15
<PAGE>

INFLATION

     The  Company  believes  that inflation has not had a material effect on its
results  of  operations  or  financial  condition  during  recent  periods.

CRITICAL  ACCOUNTING  POLICIES

     There  have  been  no  material changes to the critical accounting policies
since  December  31,  2004.






                                       16
<PAGE>

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  subject to market risk associated with adverse changes in
interest  rates  and foreign currency exchange rates.  The Company does not hold
any  market  risk sensitive instruments for trading purposes.  At April 1, 2005,
principal exposed to interest rate risk was limited to $35.8 million in variable
rate  debt.  The  interest rates on the Company's various debt instruments range
from  4.5% to 12.25%.  The Company measures its interest rate risk by estimating
the  net  amount  by  which  potential  future net earnings would be impacted by
hypothetical  changes  in  market  interest  rates  related to all interest rate
sensitive  assets  and  liabilities.  A 1% change in interest rates would have a
$0.4  million  impact  on  the  Company's  results  of  operations.

     At  April  1,  2005,  approximately  13.8%  of  sales  were  derived  from
international  operations  with exposure to foreign currency exchange rate risk.
The  Company  mitigates  its  foreign currency exchange rate risk principally by
establishing  local  production  facilities  in  the  markets  it  serves and by
invoicing  customers  in  the  same currency as the source of the products.  The
Company  also  monitors  its  foreign  currency  exposure  in  each  country and
implements  strategies  to  respond  to  changing  economic  and  political
environments.  The  Company's  exposure  to  foreign currency exchange rate risk
relates primarily to the financial position and the results of operations of its
Brazilian  and  South  African  subsidiaries.  The  Company's  exposure  to such
exchange rate risk as it relates to the Company's financial position and results
of  operations  would  be  adversely  impacted  by  further  devaluation  of the
Brazilian  Real  per  U.S.  dollar  and  the South African Rand per U.S. dollar.
These  amounts  are  difficult to accurately estimate due to factors such as the
inherent  fluctuation  of inter-company account balances, balance sheet accounts
and  the  existing  economic  uncertainty  and future economic conditions in the
international  marketplace.


ITEM  4.  CONTROLS  AND  PROCEDURES

OVERVIEW

     In  connection  with  the preparation of its Annual Report on Form 10-K for
the  fiscal  year  ended  December 31, 2004, the Company's management identified
material weaknesses in the Company's internal controls over financial reporting.
As  defined  by  the  Public  Company  Accounting  Oversight  Board ("PCAOB") in
Auditing  Standard  No.  2,  a material weakness is a significant deficiency, or
combination  of  significant  deficiencies,  that  results in more than a remote
likelihood  that  a  material  misstatement  of  the annual or interim financial
statements  will  not  be  prevented  or  detected.

     The  identified material weaknesses in the Company's internal controls over
financial reporting have resulted in insufficient controls relating to inventory
accounting,  the  treatment  of  foreign  currency  matters,  accounting matters
relating  to  differences  between  U.S.  and  foreign accounting principles and
practices,  accounting  for  non-operating expenses, the accounting treatment of
purchases  and  sales of the Company's debt securities, executive salary accrual
methodology,  the identification and treatment of relevant workers' compensation
reserves  and  minority  interest  reserves  and  the  treatment  of stock based
compensation  expense  issues.  In addition, the Company has determined that the
Company's  control  environment  at  December  31,  2004 lacked certain controls
related  to  the  prevention  of  improper  accounting  entries.  These material
weaknesses  resulted  in  restatements being recorded in the Company's financial
statements  for the first fiscal quarters ended April 2, 2004 and April 1, 2005.
The  Company's  management  has  discussed  the  material  weaknesses  with  its
independent  registered public accounting firm, BKD LLP, and the Company's Board
of  Directors,  and more recently the Audit Committee of the Board of Directors,
which  was  recently  created.  BKD  LLP  issued a "material weakness" letter in
connection  with  its audit of the Company's financial statements for the fiscal
year  ended  December  31,  2004.

DISCLOSURE  CONTROLS  AND  PROCEDURES

     The  Company maintains disclosure controls and procedures that are designed
to  ensure  that information required to be disclosed in the reports it files or
submits  under  the  Securities  Exchange  Act of 1934, as amended, is recorded,
processed,  summarized  and  reported,  within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to  our  management,  including  the  Company's Chief Executive Officer and Vice
President  of  Finance,  as  appropriate,  to  allow  timely decisions regarding
disclosure.  The  Company's  management,  with  the  participation  of its Chief
Executive  Officer and Vice President of Finance, has performed an evaluation of
the Company's disclosure controls and procedures as of April 1, 2005, the end of
the  period  covered  by  this  Quarterly  Report  on  Form  10-Q. Based on that
evaluation,  which  included  an  review  of  the  matters  discussed above, the
Company's  Chief  Executive Officer and Vice President of Finance concluded that
the  Company's  disclosure  controls and procedures were not effective as of the
end  of  the  period  covered  by  this  Quarterly  Report  on  Form  10-Q.
                                       17
<PAGE>
CHANGES  IN  INTERNAL  CONTROLS

     There  were  no  changes to the Company's internal controls made during the
first  quarter  of  2005.  The  Company's  management  believes,  however,  that
substantial  remediation measures are required in order to improve the Company's
internal  controls. The Company believes that the material weaknesses identified
above  resulted  in  part  from  inadequate  staffing  and  training  within the
Company's  finance  and  accounting  group,  and  the  Company believes that the
process  of  preparing this Annual Report on Form 10-K and the related review of
the  Company's  financial statements for the years ended December 31, 2004, 2003
and 2002 has resulted in a significant improvement in the finance and accounting
staff's  familiarity  with  the accounting and financial treatment of the issues
identified  above.  The  Company's  management  is  in  the process of reviewing
whether additional accounting and financial management staff should be retained,
and  intends  to review the question of whether it should utilize additional, or
different,  outside  resources.  Although the Company believes that progress has
been  made  in  addressing  the  material  weaknesses  in  its internal controls
discussed above, the Company's management intends to continue to work to improve
its  internal  controls.

                                       18
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

     There  are  no legal proceedings pending against the Company, which, in the
opinion  of  management,  would  have a material adverse affect on the Company's
business,  financial  position  or  results  of  operations.


ITEM  6.  EXHIBITS.

     (a)  EXHIBITS:

           A  list  of  the  exhibits  included as part of this Form 10-Q is set
forth in the Index to Exhibits that immediately precedes such exhibits, which is
incorporated  herein  by  reference.


                                       19
<PAGE>
                                   SIGNATURES

     PURSUANT  TO  THE  REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS  DULY  CAUSED THIS AMENDMENT NO.1 TO THIS REPORT TO BE SIGNED ON
ITS  BEHALF  BY  THE  UNDERSIGNED  THEREUNTO  DULY  AUTHORIZED.

                                   The  GSI  Group,  Inc.

                                   By:     /s/  Randall  Paulfus
                                           ---------------------
                                         Interim  Chief  Financial  Officer


                             DATE:  AUGUST 11, 2005


                                       20
<PAGE>

                                                                    EXHIBIT 31.1
                                 CERTIFICATIONS
I,  William  Branch,  certify  that:

1.  I have reviewed this Amendment No.1 to the Quarterly Report on Form 10-QA of
The  GSI  Group,  Inc.;

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

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

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

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

b)  [Paragraph  omitted  pursuant  to  SEC  Release  nos. 33-8392 and 34-49313.]

c)  Evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting  that occurred during the registrant's first fiscal quarter
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):

a)  All  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)  Any  fraud,  whether  or  not  material,  that  involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date:  August  11,  2005


/s/  William  Branch
--------------------
 Interim  Chief  Executive  Officer,  Chairman  of  the  Board  and  President.


                                       21
<PAGE>

                                                                    EXHIBIT 31.2
                                 CERTIFICATIONS
I,  Randall  Paulfus,  certify  that:

1.  I have reviewed this Amendment No.1 to the Quarterly Report on Form 10-QA of
The  GSI  Group,  Inc.;


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

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

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

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

b)  [Paragraph  omitted  pursuant  to  SEC  Release  nos. 33-8392 and 34-49313.]

c)  Evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d) Disclosed in this report any change in the registrant's internal control over
financial  reporting  that occurred during the registrant's first fiscal quarter
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):

a)  All  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b)  Any  fraud,  whether  or  not  material,  that  involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date:  August  11,  2005


/s/  Randall  Paulfus
---------------------
Interim  Chief  Financial  Officer




                                       22
<PAGE>


                                                                    EXHIBIT 32.1

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the accompanying Quarterly Report on Form 10-Q of The
GSI  Group,  Inc., a Delaware corporation (the "Company"), for the quarter ended
April  1, 2005, as filed with the Securities and Exchange Commission on the date
hereof  (the  "Report"),  and  pursuant  to  18  U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, William Branch, as
Interim  Chief Executive Officer of the Company, and Randall Paulfus, as Interim
Chief  Financial  Officer  of  the  Company,  hereby  certify  that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the  Securities  Exchange  Act  of  1934;  and

(2)  The  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

Dated:  August  11,  2005

     /s/  WILLIAM  BRANCH
     --------------------
     William  Branch
                                                                Interim  Chief
Executive  Officer,  Chairman  of  the  Board  and  President.


/s/  RANDALL  PAULFUS
---------------------
Randall  Paulfus
Interim  Chief  Financial  Officer





     This  certification shall not be deemed "filed" by the Company for purposes
of  Section  18  of  the  Securities  Exchange  Act  of 1934.  In addition, this
certification  shall  not  be  deemed  to  be incorporated by reference into any
filing  under the Securities Act of 1933 or the Securities Exchange Act of 1934.

A  signed  original  of  this  written  statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
by  the  Company  and furnished to the Securities and Exchange Commission or its
staff  upon  request.

                                       23
<PAGE>
<TABLE>
<CAPTION>


                                                  INDEX TO EXHIBITS



EXHIBIT
  NO.    DOCUMENT DESCRIPTION
-------  -----------------------------------------------------------------------------------------------------------
<C>      <S>

   3.1*    Amended and Restated Articles of Incorporation of The GSI Group, Inc., as amended as of October 23, 1997.

    3.2    By-Laws of The GSI Group, Inc, as adopted on September 4, 2001.

   31.1    Certification of  Interim Chief Executive Officer, Chairman of the Board and President.

   31.2    Certification of Chief Financial Officer.

   32.1    Section 906 Certification.

</TABLE>


____________

*     Incorporated  by  reference  from  the Company's Registration Statement of
Form  S-4  (Reg.  No.  333-43089)  filed  with  the  Commission  pursuant to the
Securities  Act  of  1933,  as  amended.




                                       24
<PAGE>