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


                                    FORM 10-Q




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

                  For the Quarterly Period Ended April 2, 2004

                                       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,  1,775,000  shares  outstanding  as  of  May 10, 2004.

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                                        1
<PAGE>




                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
PART  I  -  FINANCIAL  INFORMATION
     Item 1.     Financial  Statements
                          Balance Sheets                                       3
                          Statements of Operations                             4
                          Statements of Cash Flows                             5
                          Notes to Financial Statements                        6

     Item 2.     Management's Discussion and Analysis of Financial Condition
                 and Results  of  Operations                                  14
     Item 3.     Quantitative  and Qualitative Disclosure About Market Risk   17
     Item 4.     Controls and Procedures                                      17

PART  II  -  OTHER  INFORMATION
     Item 1.     Legal Proceedings                                            18
     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 and Reports on Form 8-K                             18




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

                                        2
<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  2,    DECEMBER 31,
ASSETS                                                                        2004           2003
-------------------------------------------------------------------------  -----------  --------------
<S>                                                                        <C>          <C>
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $    2,508   $       3,439
  Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .      30,359          27,083
  Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .      57,901          54,165
  Prepaids. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,894           4,468
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,572           2,882
                                                                           -----------  --------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . .      97,234          92,037
                                                                           -----------  --------------
Property, Plant and Equipment, net. . . . . . . . . . . . . . . . . . . .      31,366          32,673
                                                                           -----------  --------------
Other Assets:
  Goodwill and other intangible assets, net . . . . . . . . . . . . . . .      12,062          12,243
  Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,399           1,077
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,826           2,881
                                                                           -----------  --------------
      Total other assets. . . . . . . . . . . . . . . . . . . . . . . . .      16,287          16,201
                                                                           -----------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  144,887   $     140,911
                                                                           ===========  ==============

LIABILITIES AND  STOCKHOLDERS' DEFICIT
-------------------------------------------------------------------------
Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   22,830   $      17,139
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,041           1,751
  Payroll and payroll related expenses. . . . . . . . . . . . . . . . . .       4,167           3,071
  Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .       3,861           3,697
  Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .      10,760           8,875
  Current maturities of long-term debt. . . . . . . . . . . . . . . . . .         352             148
                                                                           -----------  --------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . .      46,011          34,681
                                                                           -----------  --------------
Long-Term Debt, less current maturities . . . . . . . . . . . . . . . . .     123,016         129,563
                                                                           -----------  --------------
Commitments and Contingencies
Stockholders' Deficit:
  Common stock, $.01 par value, voting (authorized 6,900,000 shares;
    issued 6,633,652 shares; outstanding 1,575,000 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,006           3,006
  Accumulated other comprehensive loss (cumulative currency  translation
   adjustment). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (12,327)        (11,929)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .      12,122          12,531
  Treasury stock, at cost, voting (5,058,652 shares). . . . . . . . . . .     (26,950)        (26,950)
  Treasury stock, at cost, nonvoting (859,316 shares) . . . . . . . . . .          (9)             (9)
                                                                           -----------  --------------
      Total stockholders' deficit . . . . . . . . . . . . . . . . . . . .     (24,140)        (23,333)
                                                                           -----------  --------------
      Total liabilities and stockholders' deficit . . . . . . . . . . . .  $  144,887   $     140,911
                                                                           ===========  ==============
</TABLE>


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

                                        3
<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
                              -------------------------

                                               APRIL 2,     MARCH 28,
                                                 2004         2003
                                              -----------  -----------
<S>                                           <C>          <C>
Sales                                         $   58,634   $   44,310

Cost of sales                                     47,104       35,130
                                              -----------  -----------

    Gross profit . . . . . . . . . . . . . .      11,530        9,180

Selling, general and administrative expenses       8,161        8,595
Amortization expense . . . . . . . . . . . .         162          311
                                              -----------  -----------
  Total operating expenses . . . . . . . . .       8,323        8,906
                                              -----------  -----------

Operating income . . . . . . . . . . . . . .       3,207          274

Other income (expense):
  Interest expense . . . . . . . . . . . . .      (3,076)      (3,014)
  Other, net . . . . . . . . . . . . . . . .        (179)         167
                                              -----------  -----------

    Loss before income tax expense . . . . .         (48)      (2,573)
                                              -----------  -----------

Income tax expense . . . . . . . . . . . . .         111          137
                                              -----------  -----------

    Net loss . . . . . . . . . . . . . . . .  $     (159)  $   (2,710)
                                              -----------  -----------


Basic and diluted loss per share . . . . . .  $    (0.09)  $    (1.53)
                                              -----------  -----------

Weighted average common shares outstanding .   1,775,000    1,775,000
                                              ===========  ===========
</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 CASH FLOWS
                                           (IN THOUSANDS)
                                            (UNAUDITED)


                                                            THREE FISCAL MONTHS ENDED
                                                           ---------------------------
                                                                    APRIL 2,             MARCH 28,
                                                                      2004                 2003
                                                           ---------------------------  -----------
<S>                                                        <C>                          <C>
Cash Flows From Operating Activities:
  Depreciation and amortization expense . . . . . . . . .                       1,364        1,664
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                       5,094       (1,650)
                                                           ---------------------------  -----------
          Net cash flows provided by operating activities                       6,458           14
                                                           ---------------------------  -----------


Cash Flows From Investing Activities:
  Capital expenditures. . . . . . . . . . . . . . . . . .                        (577)        (885)
  Proceeds from sale of fixed assets. . . . . . . . . . .                         352           31
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                         (30)         256
                                                           ---------------------------  -----------
          Net cash flows used in investing activities . .                        (255)        (598)
                                                           ---------------------------  -----------

Cash Flows From Financing Activities:
    Proceeds from shareholder loan. . . . . . . . . . . .                         734           69
    Payments on shareholder loan. . . . . . . . . . . . .                        (530)        (199)
  Payments on long-term debt. . . . . . . . . . . . . . .                          --         (658)
  Net payments under line of credit agreement . . . . . .                      (6,589)        (525)
    Dividends . . . . . . . . . . . . . . . . . . . . . .                        (250)          --
  Other . . . . . . . . . . . . . . . . . . . . . . . . .                        (500)         393
                                                           ---------------------------  -----------
          Net cash flows used in financing activities . .                      (7,135)        (920)
                                                           ---------------------------  -----------

Effect of Exchange Rate Changes on Cash . . . . . . . . .                           1           46

Decrease In Cash and Cash Equivalents . . . . . . . . . .  $                     (931)  $   (1,458)
Cash and Cash Equivalents, beginning of period. . . . . .                       3,439        2,936
                                                           ---------------------------  -----------
Cash and Cash Equivalents, end of period. . . . . . . . .  $                    2,508   $    1,478
                                                           ===========================  ===========
</TABLE>


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


                                        5
<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,  2003 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  said  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 2, 2004 and the results of operations for the three months ended April
2,  2004  and  cash  flows  for  the  three  months  ended April 2, 2004.  Those
adjustments  consist  only  of  normal  recurring  adjustments.

     The  results  of  operations for the three-month period ended April 2, 2004
are  not  necessarily  indicative  of  the  operating results for the full year.


2.     COMPREHENSIVE  LOSS

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


                                             April 2,    March 28,
                                               2004        2003
                                            ----------  -----------
<S>                                         <C>         <C>
Net loss . . . . . . . . . . . . . . . . .  $    (159)  $   (2,710)
Cumulative currency translation adjustment       (398)         668
  Comprehensive loss . . . . . . . . . . .  $    (557)  $   (2,042)
                                            ==========  ===========
</TABLE>



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


                               APRIL 2,   DECEMBER 31,
                                 2004         2003
                               ---------  -------------
              (IN THOUSANDS)
<S>          <C>               <C>        <C>
Inventories
             Raw materials     $  17,350  $      13,940
             Work-in-process      14,562         18,443
             Finished goods       25,989         21,782
                               ---------  -------------
             Total             $  57,901  $      54,165
                               =========  =============
</TABLE>



4.   SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The Company paid approximately $0.5 million in interest during the quarters
ended April 2, 2004 and March 28, 2003.  The Company paid no income taxes during
the  first  quarters  of  2004  and  2003.


                                        6
<PAGE>



5.     LONG-TERM  DEBT

     The  indenture  governing  the Company's senior subordinated notes contains
certain  restrictive  covenants.  The more significant of the 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
2,  2004.

          The  Credit  Facility  with  Congress  Financial Corporation (Central)
requires  the  Company  to  maintain  a  senior debt to EBITDA ratio and a fixed
charge  coverage  ratio.  Borrowings  under  the  Credit Facility are secured by
substantially  all  of the assets of the Company, including the capital stock of
any  existing  or  future  subsidiaries,  except  the Brazilian subsidiary.  The
Company  had  $19.5  million  of  availability on the line as of April 2, 2004.


6.     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.

     The  Company  has  a  contract  with  the  Yemen  Company  for  Industrial
Development to manufacture and supervise the assembly of grain handling systems.
Other current assets and other assets include $0.5 million of retainage withheld
until  completion  of  the  projects  and  the  meeting  of  certain performance
criteria.

7.   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 quarters of 2004 and 2003 are as shown in the table
below  (in  thousands).
<TABLE>
<CAPTION>


                      APRIL 2,   MARCH 28,
                        2004        2003
                      ---------  ----------
<S>                   <C>        <C>
Grain product line .  $  32,464  $   24,543
Swine product line .      9,924       8,602
Poultry product line     16,246      11,165
                      ---------  ----------
     Sales . . . . .  $  58,634  $   44,310
                      =========  ==========
</TABLE>


     For  the first quarters of 2004 and 2003, sales in Brazil were $7.3 million
and  $3.6  million, respectively.  Long-lived assets in Brazil were $2.9 million
at  April  2,  2004.


                                        7
<PAGE>

8.     GUARANTOR  SUBSIDIARIES

     The  Company's  payment  obligation under the senior subordinated notes are
fully  and  unconditionally  guaranteed  on  a  joint and several basis by David
Manufacturing  Company,  GSI/Cumberland  de  Mexico  S. de R.L. de C.V., The GSI
Group  (Europe)  Ltd.,  The  GSI Group Poland Sp. z.o.o., The GSI Group (Africa)
(Pty)  Ltd.,  GSI  Group (Asia) Sdn. Bhd., Agromarau Industria e Comercio Ltda.,
The  GSI  Group (Shanghai) Ltd., and The GSI Group (Canada) Inc. (the "Guarantor
Subsidiaries").  The Guarantor Subsidiaries are direct wholly owned subsidiaries
of  the  Company.  The  obligations  of  the  Guarantor Subsidiaries under their
guarantees  are  subordinated  to  such  subsidiaries'  obligations  under their
guarantee  of  the  Credit  Facility.

     Presented  below is unaudited condensed consolidating financial information
for  The  GSI Group, Inc. ("Parent Company") and the Guarantor Subsidiaries.  In
the  Company's  opinion,  separate  financial  statements  and other disclosures
concerning  the  Guarantor Subsidiaries would not provide additional information
that  is  material  to  investors.

     Investments  in  subsidiaries are accounted for by the Parent Company using
the  equity  method  of  accounting.  Earnings  of  subsidiaries are, therefore,
reflected  in  the  Parent  Company's  investments  in  and  advances  to/from
subsidiaries'  accounts  and  earnings.  The  elimination  entries  eliminate
investments  in  subsidiaries  and  intercompany  balances  and  transactions.


                                        8
<PAGE>

8.   GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                                 APRIL 2, 2004
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $    412   $       2,096   $          --   $       2,508
   Accounts receivable, net. . . . . . . . . . . . .    24,400           9,855          (3,896)         30,359
   Inventories, net. . . . . . . . . . . . . . . . .    45,279          12,622              --          57,901
   Other current assets. . . . . . . . . . . . . . .     3,077           3,389              --           6,466
                                                      ---------  --------------  --------------  --------------

Total current assets . . . . . . . . . . . . . . . .    73,168          27,962          (3,896)         97,234

Property, plant and equipment, net . . . . . . . . .    26,525           4,841              --          31,366
Goodwill and other intangible assets, net. . . . . .     2,891           9,171              --          12,062
Investment in and advances to/from subsidiaries. . .    44,291          (4,996)        (39,295)             --
Other long-term assets . . . . . . . . . . . . . . .     4,217               8              --           4,225
                                                      ---------  --------------  --------------  --------------

Total assets . . . . . . . . . . . . . . . . . . . .  $151,092   $      36,986   $     (43,191)  $     144,887
                                                      =========  ==============  ==============  ==============
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Current liabilities:
   Current portion of long-term debt . . . . . . . .  $    352   $          --   $          --   $         352
   Accounts payable. . . . . . . . . . . . . . . . .    17,349           9,377          (3,896)         22,830
   Accrued liabilities . . . . . . . . . . . . . . .    20,199           2,630              --          22,829
                                                      ---------  --------------  --------------  --------------

Total current liabilities. . . . . . . . . . . . . .    37,900          12,007          (3,896)         46,011

Long-term debt . . . . . . . . . . . . . . . . . . .   125,005           7,125          (9,114)        123,016
                                                      ---------  --------------  --------------  --------------

Total liabilities. . . . . . . . . . . . . . . . . .   162,905          19,132         (13,010)        169,027

Stockholders' equity (deficit):
   Common stock. . . . . . . . . . . . . . . . . . .        18          22,398         (22,398)             18
   Additional paid-in capital. . . . . . . . . . . .     3,006             505            (505)          3,006
   Accumulated other comprehensive loss. . . . . . .        --         (12,327)             --         (12,327)
   Retained earnings (deficit) . . . . . . . . . . .    12,122           7,278          (7,278)         12,122
   Treasury stock, at cost . . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

Total stockholders' equity (deficit) . . . . . . . .   (11,813)         17,854         (30,181)        (24,140)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $151,092   $      36,986   $     (43,191)  $     144,887
                                                      =========  ==============  ==============  ==============
</TABLE>




                                        9
<PAGE>


8.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                       SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                 THREE FISCAL MONTHS ENDED APRIL 2, 2004
                                              (IN THOUSANDS)


                                                 Parent      Guarantor
                                                 Company    Subsidiaries    Eliminations    Consolidated
                                                ---------  --------------  --------------  --------------
<S>                                             <C>        <C>             <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . .  $ 48,534   $      12,725   $      (2,625)  $      58,634
Cost of sales. . . . . . . . . . . . . . . . .    40,501           9,216          (2,613)         47,104
                                                ---------  --------------  --------------  --------------

Gross profit . . . . . . . . . . . . . . . . .     8,033           3,509             (12)         11,530

Selling, general and administrative expenses .     5,520           2,803              --           8,323
                                                ---------  --------------  --------------  --------------

Operating income (loss). . . . . . . . . . . .     2,513             706             (12)          3,207

Interest expense . . . . . . . . . . . . . . .    (3,065)            (11)             --          (3,076)
Other expense. . . . . . . . . . . . . . . . .       (40)           (139)             --            (179)
                                                ---------  --------------  --------------  --------------

(Loss) income before income taxes. . . . . . .      (592)            556             (12)            (48)
Provision for income taxes . . . . . . . . . .         -             111              --             111
                                                ---------  --------------  --------------  --------------
(Loss) income before equity in income of
Consolidated subsidiaries. . . . . . . . . . .      (592)            445             (12)           (159)
Equity in income of consolidated subsidiaries.       445              --            (445)             --
                                                ---------  --------------  --------------  --------------

Net (loss) income. . . . . . . . . . . . . . .  $   (147)  $         445   $        (457)  $        (159)
                                                =========  ==============  ==============  ==============
</TABLE>




                                       10
<PAGE>

8.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                       SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                 THREE FISCAL MONTHS ENDED MARCH 28, 2003
                                              (IN THOUSANDS)


                                                 Parent      Guarantor
                                                 Company    Subsidiaries    Eliminations    Consolidated
                                                ---------  --------------  --------------  --------------
<S>                                             <C>        <C>             <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . .  $ 39,174   $       9,207   $      (4,071)  $      44,310
Cost of sales. . . . . . . . . . . . . . . . .    32,335           6,818          (4,023)         35,130
                                                ---------  --------------  --------------  --------------

Gross profit . . . . . . . . . . . . . . . . .     6,839           2,389             (48)          9,180

Selling, general and administrative expenses .     5,936           2,970              --           8,906
                                                ---------  --------------  --------------  --------------

Operating income (loss). . . . . . . . . . . .       903            (581)            (48)            274

Interest expense . . . . . . . . . . . . . . .    (3,005)             (9)             --          (3,014)
Other income (expense) . . . . . . . . . . . .      (162)            329              --             167
                                                ---------  --------------  --------------  --------------

Loss before income taxes . . . . . . . . . . .    (2,264)           (261)            (48)         (2,573)
Provision for income taxes . . . . . . . . . .         -             137              --             137
                                                ---------  --------------  --------------  --------------
Loss before equity in income of
Consolidated subsidiaries. . . . . . . . . . .    (2,264)           (398)            (48)         (2,710)
Equity in income of consolidated subsidiaries.      (398)             --             398              --
                                                ---------  --------------  --------------  --------------

Net loss . . . . . . . . . . . . . . . . . . .  $ (2,662)  $        (398)  $         350   $      (2,710)
                                                =========  ==============  ==============  ==============
</TABLE>





                                       11
<PAGE>

8.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                        THREE FISCAL MONTHS ENDED APRIL 2, 2004
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows (used in) provided by operating activities. . . .  $  7,019   $        (561)  $          --  $       6,458
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets      (216)             (9)             --           (225)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,439          (1,469)             --            (30)
                                                              ---------  --------------  -------------  --------------

Net cash provided by (used in) investing activities. . . . .     1,223          (1,478)             --           (255)
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net payments on debt . . . . . . . . . . . . . . . . . . . .    (6,032)           (353)             --         (6,385)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,903)          1,153              --           (750)
                                                              ---------  --------------  -------------  --------------

Net cash provided by (used in) financing activities. . . . .    (7,935)            800              --         (7,135)
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --               1              --              1

Change in cash and cash equivalents. . . . . . . . . . . . .       307          (1,238)             --           (931)

Cash and cash equivalents, beginning of period . . . . . . .       105           3,334              --          3,439
                                                              ---------  --------------  -------------  --------------

Cash and cash equivalents, end of period . . . . . . . . . .  $    412   $       2,096              --  $       2,508
                                                              =========  ==============  =============  ==============
</TABLE>




                                       12
<PAGE>

8.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                       THREE FISCAL MONTHS ENDED MARCH 28, 2003
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows (used in) provided by operating activities. . . .  $  3,725   $      (3,711)  $          --  $          14
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets       176          (1,030)             --           (854)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (737)            993              --            256
                                                              ---------  --------------  -------------  --------------

Net cash used in investing activities. . . . . . . . . . . .      (561)            (37)             --           (598)
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net borrowings (payments) on debt. . . . . . . . . . . . . .    (3,249)          1,936              --         (1,313)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .        24             369              --            393
                                                              ---------  --------------  -------------  --------------

Net cash (used in) provided by financing activities. . . . .    (3,225)          2,305              --           (920)
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --              46              --             46

Change in cash and cash equivalents. . . . . . . . . . . . .       (61)         (1,397)             --         (1,458)

Cash and cash equivalents, beginning of period . . . . . . .       205           2,731              --          2,936
                                                              ---------  --------------  -------------  --------------

Cash and cash equivalents, end of period . . . . . . . . . .  $    144   $       1,334              --  $       1,478
                                                              =========  ==============  =============  ==============
</TABLE>




                                       13
<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  leading  manufacturer  and  supplier  of  agricultural
equipment  and  services  worldwide.  The  Company's  grain,  swine  and poultry
products  are  used  by  producers  and purchasers of grain, and by producers of
swine  and  poultry. Fluctuations in grain and feed prices directly impact sales
of  the  Company's  grain equipment. Because the primary cost of producing swine
and  poultry  is the cost of the feed grain consumed by animals, fluctuations in
the  supply and cost of grain to users of the Company's products in the past has
impacted  sales  of  the  Company's  swine  and  poultry  equipment. The Company
believes,  however,  that its diversified product offerings mitigate some of the
effects  of  fluctuations  in  the  price  of  grain  since the demand for grain
storage,  drying  and  handling  equipment  tends  to increase during periods of
higher  grain prices, which somewhat offsets the reduction in demand during such
periods  for  the  Company's  products  by  producers  of  swine  and  poultry.

     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 net sales and net income have historically been
lower  during the first and fourth fiscal quarters as compared to the second and
third  quarters.

     Although  the Company's sales are primarily denominated in U.S. dollars and
are  not  generally  affected by currency fluctuations (except for the Company's
Brazilian  and  South  African operations), the production costs, profit margins
and competitive position of the Company 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  net  sales.  In  the first quarters of 2004 and 2003, the Company's
international  sales  accounted  for  31%  and  26%  of net 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  the  Company's  international  operations.

     The  primary  raw materials used by the Company to manufacture its products
are  steel and polymers.  Fluctuations in the prices and availability of vendors
for  steel  and,  to a lesser extent, polymer materials can impact the Company's
cost  of  sales.   Recent  sharp increases in the price of steel have forced the
Company  to pass along price increases to its customers, which may affect future
demand.  In  addition,  the  Company may be unable to recover the full amount of
these  steel  price  increases  from  its  customers.

     The  Company  currently  operates  as  a  subchapter  S  corporation  and,
accordingly, is not subject to federal income taxation for the periods for which
financial  information  has  been  presented  herein.  Because  the  Company's
stockholders  are  subject  to tax liabilities based on their pro rata shares of
the  Company's income, the Company's policy is to make periodic distributions to
its  stockholders  in  amounts  equal  to  such  tax  liabilities.

RESULTS  OF  OPERATIONS

Three  Months  Ended April 2, 2004 Compared to Three Months Ended March 28, 2003

     Sales  increased  32.3%  or  $14.3  million  to  $58.6 million in the first
quarter  of  2004  compared to $44.3 million in the first quarter of 2003.  This
increase  was  driven  by  increased demand for essentially all of the Company's
products.
                                       14
<PAGE>
     Gross  profit  increased  to  $11.5 million in the first quarter of 2004 or
19.7%  of  sales from $9.2 million or 20.7% of sales in the same period of 2003.
This  increase was a result of increased sales.  The decrease in gross profit as
a  percent  of  sales  was  primarily  the  result  of  higher  material  costs.

     Selling, general and administrative expenses decreased 6.6% or $0.6 million
to  $8.3  million  in  the  first  quarter of 2004 from $8.9 million in the same
period of 2003. This decrease was primarily the result of cost cutting measures.

     Operating  income  increased  substantially  to  $3.2  million in the first
quarter  of  2004 from $0.3 million in the first quarter of 2003.  This increase
was  attributable  to  the  increase  in  gross  profit.

     Interest  expense  increased  $0.1  million in the first quarter of 2004 as
compared  to  the  first  quarter  of  2003  due  to  higher  borrowing  costs.

     Net  loss  decreased  $2.6  million to a loss of $0.1 million for the first
quarter  of  2004  from  a  loss  of  $2.7  million  in the same period of 2003.

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 various credit
agreements  and  the  sale  of  the  Company's  10  % senior subordinated notes.

     As  of  April  2, 2004, the Company had $51.2 million of working capital, a
decrease  of  $6.1  million  from  working capital as of December 31, 2003.  The
decrease  in working capital was primarily due to increases in accrued expenses,
customer  deposits  and  accounts  payable of $11.1 million, partially offset by
increases  in  accounts  receivable  and  inventory  of  $7.0  million.

     Operating activities provided $6.4 million and $0.0 million in cash flow in
the  first  quarters of 2004 and 2003, respectively.  This $6.4 million increase
in  cash  flow was primarily the result of an increase in net income, inventory,
and  other  current  assets,  accounts  payable,  accrued expenses, and customer
deposits  of  $7.2  million,  partially offset by a decrease in depreciation and
amortization, deferred taxes and accounts receivable of $1.2 million compared to
the  first  quarter  of  2003.

     Investing activities used $0.3 million and $0.6 million in cash flow in the
first  quarters of 2004 and 2003, respectively.  The cash was used primarily for
machinery  and  equipment  purchases.  The $0.3 million decrease in cash used in
investing  activities was partially a result of higher proceeds from the sale of
fixed  assets  in  2004  compared  to  2003.

     Financing activities used $7.1 million and $0.9 million in cash flow in the
first  quarters of 2004 and 2003, respectively.  The cash was used primarily for
payments  on  long-term  debt.

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

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  are  no  material  changes to the critical accounting policies since
December  31,  2003.


                                       15
<PAGE>


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  the  stated  objectives  will  be achieved.



                                       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 2, 2004,
principal exposed to interest rate risk was limited to $25.8 million in variable
rate  debt.  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 $0.3 million impact
on  the  Company's  results  of  operations.

     At  April  2,  2004,  approximately  16.3%  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

     Based  on an evaluation of the Company's disclosure controls and procedures
performed  by the Company's management the Company's Chief Executive Officer and
Chief  Financial Officer have concluded that as of the end of the period covered
by  this  report, the Company has appropriate disclosure controls and procedures
to  ensure  that  information  required  to  be disclosed by the Company in this
quarterly  report  has been  recorded, processed, summarized and reported within
the  time  periods  specified  in the rules and forms of the Securities Exchange
Commission.




                                       17
<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  AND  REPORTS  ON  FORM  8-K.

     (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.

(b)     REPORTS  ON  FORM  8-K:

          The  Company  did  not file any Current Reports on Form 8-K during its
fiscal  quarter  ended  April  2,  2004.


                                       18
<PAGE>
                                   SIGNATURES

     PURSUANT  TO  THE  REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT  HAS  DULY  CAUSED  THIS  REPORT  TO  BE  SIGNED ON ITS BEHALF BY THE
UNDERSIGNED  THEREUNTO  DULY  AUTHORIZED.

                                   The  GSI  Group,  Inc.

                                   By:     /s/  Russell  C.  Mello
                                           -----------------------
                                         Chief  Financial  Officer,
                                         Secretary  and  Treasurer  (Authorized
                                         Signatory  and  Principal  Financial
Officer)

                               DATE:  MAY 10, 2004


                                       19
<PAGE>

                                 CERTIFICATIONS


I,  Craig  Sloan,  certify  that:

1.  I  have  reviewed this quarterly report on Form 10-Q 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)  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  evaluations;  and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
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:  May  10,  2004

                                        /s/  Craig  Sloan
                                        -----------------
                                         Chief  Executive  Officer





                                       20
<PAGE>





I,  Russell  C.  Mello,  certify  that:

1.  I  have  reviewed this quarterly report on Form 10-Q 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)  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

c) disclosed in this report any change in the registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
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 officers 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:  May  10,  2004

                                        /s/  Russell  C.  Mello
                                        -----------------------
                                         Chief  Financial  Officer,
                                         Secretary  and  Treasurer



                                       21
<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 amended.

   99.1  Certification of Chief Executive Officer and Chief Financial Officer.

</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.





                                       22
<PAGE>