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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 September 26, 2003

                                       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 November 7, 2003.

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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                       17
     Item  3.     Quantitative  and Qualitative Disclosure About Market Risk  20
     Item  4.     Controls and Procedures                                     20

PART  II  -  OTHER  INFORMATION
     Item  1.     Legal Proceedings                                           21
     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                            21




*  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)
                                                                            SEPTEMBER 26,    DECEMBER 31,
ASSETS                                                                          2003             2002
-------------------------------------------------------------------------  ---------------  --------------
<S>                                                                        <C>              <C>
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $        3,306   $       2,936
  Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .          41,790          23,274
  Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .          55,996          63,893
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,410           7,366
                                                                           ---------------  --------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . .         106,502          97,469
                                                                           ---------------  --------------
Property, Plant and Equipment, net. . . . . . . . . . . . . . . . . . . .          35,193          38,705
                                                                           ---------------  --------------
Other Assets:
  Goodwill and other intangible assets, net . . . . . . . . . . . . . . .          12,447          12,975
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,568           2,858
                                                                           ---------------  --------------
      Total other assets. . . . . . . . . . . . . . . . . . . . . . . . .          15,015          15,833
                                                                           ---------------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      156,710   $     152,007
                                                                           ===============  ==============

LIABILITIES AND  STOCKHOLDERS' DEFICIT
-------------------------------------------------------------------------
Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       18,749   $      11,063
  Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .          11,238           8,472
  Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,398           7,159
  Current maturities of long-term debt. . . . . . . . . . . . . . . . . .          36,821           3,404
                                                                           ---------------  --------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . .          72,206          30,098
                                                                           ---------------  --------------
Long-Term Debt, less current maturities . . . . . . . . . . . . . . . . .         100,087         139,735
                                                                           ---------------  --------------
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .             206             474
                                                                           ---------------  --------------
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). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (12,236)        (14,336)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .          20,382          19,971
  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 . . . . . . . . . . . . . . . . . . . .         (15,789)        (18,300)
                                                                           ---------------  --------------
      Total liabilities and stockholders' deficit . . . . . . . . . . . .  $      156,710   $     152,007
                                                                           ===============  ==============
</TABLE>


   The accompanying notes to condensed 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     NINE FISCAL MONTHS ENDED
                                          -------------------------     ------------------------

                                               SEPT. 26,    SEPT. 27,    SEPT. 26,    SEPT. 27,
                                                 2003         2002         2003         2002
                                              -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Sales                                         $   77,270   $   70,119   $  187,233   $  188,948

Cost of sales                                     59,421       52,854      147,183      145,147
                                              -----------  -----------  -----------  -----------

    Gross profit . . . . . . . . . . . . . .      17,849       17,265       40,050       43,801

Selling, general and administrative expenses       9,924        9,213       27,474       27,135
Amortization expense . . . . . . . . . . . .         236          311          859          934
                                              -----------  -----------  -----------  -----------
  Total operating expenses . . . . . . . . .      10,160        9,524       28,333       28,069
                                              -----------  -----------  -----------  -----------

Operating income . . . . . . . . . . . . . .       7,689        7,741       11,717       15,732

Other expense:
  Interest expense . . . . . . . . . . . . .      (3,239)      (3,461)      (9,414)      (9,945)
  Other, net . . . . . . . . . . . . . . . .         112          128         (533)        (574)
                                              -----------  -----------  -----------  -----------

    Income before income tax expense . . . .       4,562        4,408        1,770        5,213

Income tax expense . . . . . . . . . . . . .         212          183          400          318
                                              -----------  -----------  -----------  -----------

    Net income . . . . . . . . . . . . . . .  $    4,350   $    4,225   $    1,370   $    4,895
                                              -----------  -----------  -----------  -----------


Basic and diluted income per share . . . . .  $     2.45   $     2.38   $     0.77   $     2.76
                                              -----------  -----------  -----------  -----------

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




   The accompanying notes to condensed 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)


                                                                                   NINE FISCAL MONTHS ENDED
                                                                                  --------------------------
                                                                                   SEPT. 26,       SEPT. 27,
                                                                                     2003             2002
                                                                                 --------------  -----------
<S>                                                                  <C>                         <C>
Cash Flows From Operating Activities:
  Net cash flows provided by (used in) operating activities . . . .                      6,617       (2,425)
                                                                     --------------------------  -----------


Cash Flows From Investing Activities:
  Capital expenditures. . . . . . . . . . . . . . . . . . . . . . .                     (1,167)      (4,986)
  Proceeds from sale of fixed assets. . . . . . . . . . . . . . . .                        993        1,273
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        499          (64)
                                                                     --------------------------  -----------
          Net cash flows provided by (used in) investing activities                        325       (3,777)
                                                                     --------------------------  -----------

Cash Flows From Financing Activities:
    Proceeds from shareholder loan. . . . . . . . . . . . . . . . .                      1,216          568
    Payments on shareholder loan. . . . . . . . . . . . . . . . . .                     (1,991)        (533)
  Payments on long-term debt. . . . . . . . . . . . . . . . . . . .                     (2,006)      (3,804)
  Net borrowings under line of credit agreement . . . . . . . . . .                     (3,574)      15,100
    Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .                       (959)      (1,909)
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                        486       (1,874)
                                                                     --------------------------  -----------
          Net cash flows provided by (used in) financing activities                     (6,828)       7,548
                                                                     --------------------------  -----------

Effect of Exchange Rate Changes on Cash . . . . . . . . . . . . . .                        256         (778)
                                                                     --------------------------  -----------

Increase In Cash and Cash Equivalents . . . . . . . . . . . . . . .  $                     370   $      568
Cash and Cash Equivalents, beginning of period. . . . . . . . . . .                      2,936        2,828
                                                                     --------------------------  -----------
Cash and Cash Equivalents, end of period. . . . . . . . . . . . . .  $                   3,306   $    3,396
                                                                     ==========================  ===========
</TABLE>


   The accompanying notes to condensed 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,  2002 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  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  September  26,  2003 and the results of operations for the nine months ended
September  26, 2003 and cash flows for the nine months ended September 26, 2003.
Those  adjustments  consist only of normal recurring adjustments.  Certain prior
year  amounts  have  been  reclassified  to  be consistent with the current year
presentation.

     The  results  of  operations  for the nine-month period ended September 26,
2003  are not necessarily indicative of the operating results for the full year.


2.     COMPREHENSIVE  INCOME

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


                                            September 26,    September 27,
                                                 2003            2002
                                            --------------  ---------------
<S>                                         <C>             <C>
Net income . . . . . . . . . . . . . . . .  $        1,370  $        4,895
Cumulative currency translation adjustment           2,100          (4,852)
  Comprehensive income . . . . . . . . . .  $        3,470  $           43
                                            ==============  ===============
</TABLE>



3.     NEW  ACCOUNTING  PRONOUNCEMENTS

     During  2002, the Financial Accounting Standards Board issued Statement No.
146,  "Accounting  for  Costs Associated with Exit or Disposal Activities." This
statement  provides  financial  accounting  and  reporting  standards  for costs
associated  with  exit  or  disposal activities.  This statement requires that a
liability  for a cost associated with an exit or disposal activity is recognized
when  the liability is incurred and establishes that fair value is the objective
for  initial  measurement  of the liability. The Company has determined that the
adoption  of  Statement  No.  146 will have no impact on the Company's financial
condition  and  results  of  operation.

     In  November  2002,  the  Financial  Accounting Standards Board issued FASB
Interpretation  No.  45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees,  Including  Indirect  Guarantees  of  Indebtedness of Others."  This
interpretation  addresses  the  disclosures  to  be  made  by a guarantor in its
interim  and annual financial statements about its obligations under guarantees.
This  interpretation  also clarifies the requirements related to the recognition
of  a  liability  by  a  guarantor  at  the  inception  of  a  guarantee for the
obligations the guarantor has undertaken in issuing that guarantee.  The Company
has  determined  FASB  Interpretation  No.  45  has  no  material  impact on the
Company's  financial  condition  and  results  of  operations  at  this  time.

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
Interpretation  No.  46,  "Consolidation  of  Variable Interest Entities."  This
interpretation clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated  Financial  Statements,"  to  certain  entities  in  which  equity
investors do not have the characteristics of a controlling financial interest or
do  not  have sufficient equity at risk for the entity to finance its activities
without  additional  subordinated  financial  support  from  other parties.  The
Company  has  determined  FASB  Interpretation No. 46 will have no impact on the
Company's  financial  condition  and  results  of  operations.

                                        6
<PAGE>

     In April 2003, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 149 (SFAS 149), "Amendment of Statement 133
on  Derivative Instruments and Hedging Activities."  SFAS 149 amends SFAS 133 to
provide  clarification  on the financial accounting and reporting for derivative
instruments and hedging activities and requires similar accounting treatment for
contracts with comparable characteristics.  The Company has determined that SFAS
149  has  no  impact  on  the  Company's  financial  condition  and  results  of
operations.

     In  May  2003, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  150  (SFAS  150), "Accounting for Certain
Financial  Instruments  with  Characteristics  of  both Liabilities and Equity."
SFAS  150  addresses  financial  accounting  and reporting for certain financial
instruments with characteristics of both liabilities and equity.  This statement
requires that an issuer classify a financial instrument that is within its scope
as  a  liability  (or  an  asset  in  some circumstances) because that financial
instrument  embodies  an  obligation  of the issuer.  The Company has determined
that  SFAS 150 has no impact on the Company's financial condition and results of
operations.

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


                    SEPTEMBER 26,   DECEMBER 31,
                         2003           2002
                    --------------  -------------
(IN THOUSANDS)
<S>                 <C>             <C>
Inventories
  Raw materials. .  $       14,400  $      16,834
  Work-in-process.          22,100         19,236
  Finished goods .          19,496         27,823
                    --------------  -------------
       Total . . .  $       55,996  $      63,893
                    ==============  =============
</TABLE>




5.   SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The  Company  paid  approximately $6.5 million and $6.6 million in interest
during  the  nine  months  ended  September  26,  2003  and  September 27, 2002,
respectively.  The  Company paid no income taxes during the first nine months of
2003  and  2002.


6.     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
September  26,  2003.

          On  October 31, 2003, The GSI Group, Inc. (the "Company") entered into
a  three-year credit facility with lenders led by Congress Financial Corporation
(Central)  to provide up to a maximum amount of $75,000,000 subject to borrowing
base  availability  (the  "Credit  Facility")  to replace the Company's existing
senior  credit  facility,  which  provided for maximum outstanding borrowings of
$60,000,000.  Revolving  loans  and  letters of credit under the Credit Facility
are  to  be  based  on  a  borrowing  base  which  includes accounts receivable,
inventory  and  fixed assets.  A $12.5 million term loan due on October 31, 2006
is  also  included  in  the Credit Facility.  The revolving loan borrowings bear
interest at a floating rate per annum equal to (at the Company's option) 2.5% to
3.0%  over  LIBOR  or  0.0%  to  0.50% over the Prime Rate, both based on excess
availability  under  the borrowing base.  The term loan borrowings bear interest
at  a  floating rate per annum equal to 8% over the Prime Rate provided that the
minimum  interest  rate will not be less than 12.25% and the maximum will not be
greater than 14.5%.   The Credit Facility will require the Company to maintain a
senior debt to EBITDA ratio and a fixed charge coverage ratio.  Borrowings under
the  Credit  Facility  will be secured by substantially all of the assets of the
Company,  including  the  capital  stock of any existing or future subsidiaries,
except  the  Brazilian  subsidiary.

                                        7
<PAGE>


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.

     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 $2.1 million of retainage withheld
until completion of the project and the meeting of certain performance criteria.

     The  Company  has  operating  lease agreements that requires the Company to
maintain  a  certain senior debt to EBITDA ratio, tangible net worth and certain
levels  of  capital expenditures and EBITDA.  The Company was in compliance with
these  covenants  under  the operating lease agreement as of September 26, 2003.

     The  Company  makes  sales  in  the ordinary course of business to FarmPRO,
Inc., which has a long-term supply agreement pursuant to which FarmPRO agreed to
purchase 90% of its equipment requirements from the Company.  In connection with
the  agreement,  the Company agreed to guarantee FarmPRO borrowings under a line
of credit agreement limited to amounts borrowed up to $5.0 million through 2006.
In connection with such guarantee, the Company received an option to purchase up
to  60%  of  the  common stock of FarmPRO at a formula price, which approximates
fair market value.  The stock of FarmPRO serves as collateral for the guarantee.
In  addition,  the  Company  holds  two  positions  on the Board of Directors of
FarmPRO.

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 three-quarters of 2003 and 2002 are as shown in the
table  below.
<TABLE>
<CAPTION>


                      SEPT. 26,   SEPT. 27,
                         2003        2002
                      ----------  ----------
In thousands
<S>                   <C>         <C>
Grain product line .  $  116,037  $  105,325
Swine product line .      31,568      38,420
Poultry product line      39,628      45,203
                      ----------  ----------
     Sales . . . . .  $  187,233  $  188,948
                      ==========  ==========
</TABLE>


     For  the  first  nine  months  of 2003 and 2002, sales in Brazil were $12.4
million  and $14.8 million, respectively.  Long-lived assets in Brazil were $2.4
million  at  September  26,  2003.


9.     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 (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.
                                        8
<PAGE>

     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.


                                        9
<PAGE>

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

                               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                               SEPTEMBER 26, 2003
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $    259   $       3,047   $          --   $       3,306
   Accounts receivable, net. . . . . . . . . . . . .    37,511           8,281          (4,002)         41,790
   Inventories, net. . . . . . . . . . . . . . . . .    46,522           9,474              --          55,996
   Other current assets. . . . . . . . . . . . . . .     3,413           1,997              --           5,410
                                                      ---------  --------------  --------------  --------------

Total current assets . . . . . . . . . . . . . . . .    87,705          22,799          (4,002)        106,502

Property, plant and equipment, net . . . . . . . . .    28,338           6,855              --          35,193
Goodwill and other intangible assets, net. . . . . .     2,899           9,548              --          12,447
Investment in and advances to/from subsidiaries. . .    40,387          (1,624)        (38,763)             --
Other long-term assets . . . . . . . . . . . . . . .     2,560               8              --           2,568
                                                      ---------  --------------  --------------  --------------

Total assets . . . . . . . . . . . . . . . . . . . .  $161,889   $      37,586   $     (42,765)  $     156,710
                                                      =========  ==============  ==============  ==============
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Current liabilities:
   Current portion of long-term debt . . . . . . . .  $ 36,821   $          --   $          --   $      36,821
   Accounts payable. . . . . . . . . . . . . . . . .    13,666           9,085          (4,002)         18,749
   Accrued liabilities . . . . . . . . . . . . . . .    14,533           2,103              --          16,636
                                                      ---------  --------------  --------------  --------------

Total current liabilities. . . . . . . . . . . . . .    65,020          11,188          (4,002)         72,206

Long-term debt . . . . . . . . . . . . . . . . . . .   100,422           8,169          (8,504)        100,087
Other long-term liabilities. . . . . . . . . . . . .        --             206              --             206
                                                      ---------  --------------  --------------  --------------

Total liabilities. . . . . . . . . . . . . . . . . .   165,442          19,563         (12,506)        172,499

Commitments and Contingencies:
Stockholders' equity (deficit):
   Common stock. . . . . . . . . . . . . . . . . . .        18          22,476         (22,476)             18
   Additional paid-in capital. . . . . . . . . . . .     3,006             505            (505)          3,006
   Accumulated other comprehensive loss. . . . . . .        --         (12,236)             --         (12,236)
   Retained earnings . . . . . . . . . . . . . . . .    20,382           7,278          (7,278)         20,382
   Treasury stock, at cost . . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

Total stockholders' equity (deficit) . . . . . . . .    (3,553)         18,023         (30,259)        (15,789)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $161,889   $      37,586   $     (42,765)  $     156,710
                                                      =========  ==============  ==============  ==============
</TABLE>





                                       10
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                              THREE FISCAL MONTHS ENDED SEPTEMBER 26, 2003
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $ 64,710   $      15,025   $      (2,465)  $      77,270
Cost of sales . . . . . . . . . . . . . . . .    50,134          12,343          (3,056)         59,421
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    14,576           2,682             591          17,849

Selling, general and administrative expenses.     7,920           2,240              --          10,160
                                               ---------  --------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .     6,656             442             591           7,689

Interest expense. . . . . . . . . . . . . . .    (3,226)            (13)             --          (3,239)
Other expense . . . . . . . . . . . . . . . .        24              88              --             112
                                               ---------  --------------  --------------  --------------

Income before income taxes. . . . . . . . . .     3,454             517             591           4,562
Provision for income taxes. . . . . . . . . .        --             212              --             212
                                               ---------  --------------  --------------  --------------
Income before equity in income of
Consolidated subsidiaries . . . . . . . . . .     3,454             305             591           4,350
Equity in income of consolidated subsidiaries       305              --            (305)             --
                                               ---------  --------------  --------------  --------------

Net income. . . . . . . . . . . . . . . . . .  $  3,759   $         305   $         286   $       4,350
                                               =========  ==============  ==============  ==============
</TABLE>




                                       11
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                              THREE FISCAL MONTHS ENDED SEPTEMBER 27, 2002
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $ 63,544   $      15,874   $      (9,299)  $      70,119
Cost of sales . . . . . . . . . . . . . . . .    49,262          13,045          (9,453)         52,854
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    14,282           2,829             154          17,265

Selling, general and administrative expenses.     6,808           2,716              --           9,524
                                               ---------  --------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .     7,474             113             154           7,741

Interest expense. . . . . . . . . . . . . . .    (3,445)            (16)             --          (3,461)
Other expense . . . . . . . . . . . . . . . .       478            (350)             --             128
                                               ---------  --------------  --------------  --------------

Income (loss) before income taxes . . . . . .     4,507            (253)            154           4,408
Provision for income taxes. . . . . . . . . .         1             182              --             183
                                               ---------  --------------  --------------  --------------
Income (loss) before equity in income of
Consolidated subsidiaries . . . . . . . . . .     4,506            (435)            154           4,225
Equity in loss of consolidated subsidiaries .      (435)             --             435              --
                                               ---------  --------------  --------------  --------------

Net income (loss) . . . . . . . . . . . . . .  $  4,071   $        (435)  $         589   $       4,225
                                               =========  ==============  ==============  ==============
</TABLE>




                                       12
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                               NINE FISCAL MONTHS ENDED SEPTEMBER 26, 2003
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $160,259   $      35,401   $      (8,427)  $     187,233
Cost of sales . . . . . . . . . . . . . . . .   127,305          28,171          (8,293)        147,183
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    32,954           7,230            (134)         40,050

Selling, general and administrative expenses.    20,203           8,130              --          28,333
                                               ---------  --------------  --------------  --------------

Operating income (loss) . . . . . . . . . . .    12,751            (900)           (134)         11,717

Interest expense. . . . . . . . . . . . . . .    (9,379)            (35)             --          (9,414)
Other expense . . . . . . . . . . . . . . . .      (447)            (86)             --            (533)
                                               ---------  --------------  --------------  --------------

Income (loss) before income taxes . . . . . .     2,925          (1,021)           (134)          1,770
Provision for income taxes. . . . . . . . . .         2             398              --             400
                                               ---------  --------------  --------------  --------------
Income (loss) before equity in income of
Consolidated subsidiaries . . . . . . . . . .     2,923          (1,419)           (134)          1,370
Equity in loss of consolidated subsidiaries .    (1,419)             --           1,419              --
                                               ---------  --------------  --------------  --------------

Net income (loss) . . . . . . . . . . . . . .  $  1,504   $      (1,419)  $       1,285   $       1,370
                                               =========  ==============  ==============  ==============
</TABLE>




                                       13
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                               NINE FISCAL MONTHS ENDED SEPTEMBER 27, 2002
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $171,987   $      41,241   $     (24,280)  $     188,948
Cost of sales . . . . . . . . . . . . . . . .   138,283          31,428         (24,564)        145,147
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    33,704           9,813             284          43,801

Selling, general and administrative expenses.    19,620           8,449              --          28,069
                                               ---------  --------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .    14,084           1,364             284          15,732

Interest expense. . . . . . . . . . . . . . .    (9,895)            (50)             --          (9,945)
Other expense . . . . . . . . . . . . . . . .       234            (808)             --            (574)
                                               ---------  --------------  --------------  --------------

Income before income taxes. . . . . . . . . .     4,423             506             284           5,213
Provision for income taxes. . . . . . . . . .       (16)            334              --             318
                                               ---------  --------------  --------------  --------------
Income before equity in income of
Consolidated subsidiaries . . . . . . . . . .     4,439             172             284           4,895
Equity in income of consolidated subsidiaries       172              --            (172)             --
                                               ---------  --------------  --------------  --------------

Net income. . . . . . . . . . . . . . . . . .  $  4,611   $         172   $         112   $       4,895
                                               =========  ==============  ==============  ==============
</TABLE>




                                       14
<PAGE>

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

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                      NINE FISCAL MONTHS ENDED SEPTEMBER 26, 2003
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows provided by operating activities. . . . . . . . .  $  2,236   $       4,381   $          --  $       6,617
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets      (418)           (749)             --         (1,167)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,719          (2,227)             --          1,492
                                                              ---------  --------------  -------------  --------------

Net cash provided by (used in) investing activities. . . . .     3,301          (2,976)             --            325
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net borrowings on debt . . . . . . . . . . . . . . . . . . .    (3,939)         (2,416)             --         (6,355)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,544)          1,071              --           (473)
                                                              ---------  --------------  -------------  --------------

Net cash used in financing activities. . . . . . . . . . . .    (5,483)         (1,345)             --         (6,828)
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --             256              --            256
                                                              ---------  --------------  -------------  --------------

Change in cash and cash equivalents. . . . . . . . . . . . .        54             316              --            370

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

Cash and cash equivalents, end of period . . . . . . . . . .  $    259   $       3,047              --  $       3,306
                                                              =========  ==============  =============  ==============
</TABLE>




                                       15
<PAGE>

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

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                      NINE FISCAL MONTHS ENDED SEPTEMBER 27, 2002
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows provided by (used in) operating activities. . . .  $ (5,317)  $       2,892   $          --  $      (2,425)
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets    (4,295)           (691)             --         (4,986)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .       730             479              --          1,209
                                                              ---------  --------------  -------------  --------------

Net cash used in investing activities. . . . . . . . . . . .    (3,565)           (212)             --         (3,777)
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net borrowings on debt . . . . . . . . . . . . . . . . . . .     8,611           2,720              --         11,331
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,158)         (2,625)             --         (3,783)
                                                              ---------  --------------  -------------  --------------

Net cash provided by financing activities. . . . . . . . . .     7,453              95              --          7,548
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --            (778)             --           (778)
                                                              ---------  --------------  -------------  --------------

Change in cash and cash equivalents. . . . . . . . . . . . .    (1,429)          1,997              --            568

Cash and cash equivalents, beginning of period . . . . . . .     1,482           1,346              --          2,828
                                                              ---------  --------------  -------------  --------------

Cash and cash equivalents, end of period . . . . . . . . . .  $     53   $       3,343              --  $       3,396
                                                              =========  ==============  =============  ==============
</TABLE>




                                       16
<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  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 nine months of 2003 and 2002, the Company's
international  sales  accounted  for  26%  and  27%  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.

     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 September 26, 2003 Compared to Three Months Ended September
27,  2002

     Sales increased 10.2% or $7.2 million to $77.3 million in the third quarter
of  2003  compared to $70.1 million in the third quarter of 2002.  This increase
was  driven  by  increased  demand  for  the Company's grain products, offset by
decreased  demand  for  the  Company's  poultry  products.

     Gross  profit  increased  to  $17.8 million in the third quarter of 2003 or
23.1%  of sales from $17.3 million or 24.6% of sales in the same period of 2002.
The  increase  in  gross  profit  was  primarily the result of increased volume,
offset  by  higher  material  costs.
                                       17
<PAGE>

     Operating  expenses  increased 6.7% or $0.6 million to $10.1 million in the
third  quarter  of  2003  from  $9.5  million  in  the same period of 2002. This
increase  was  primarily the result of severance costs related to a reduction in
headcount.

     Operating  income  decreased  0.7%  to $7.7 million in the third quarter of
2003  from  $7.7  million  in  the  third  quarter  of  2002.  This decrease was
attributable  to  the  increase  in  operating  expenses.

     Interest  expense  decreased  $0.2  million in the third quarter of 2003 as
compared  to  the  third  quarter  of  2002  due  to  lower  borrowing  costs.

     Net  income increased $0.1 million to $4.3 million for the third quarter of
2003  from  $4.2  million  in  the  same  period  of  2002.

Nine Months Ended September 26, 2003 Compared to Nine Months Ended September 27,
2002

     Sales  decreased  0.9%  or $1.7 million to $187.2 million in the first nine
months  of  2003  compared  to  $188.9 million in the first nine months of 2002.
This decrease was driven by decreased demand for the Company's swine and poultry
products,  offset  by  increased  demand  for  the  Company's  grain  products.

     Gross profit decreased to $40.1 million in the first nine months of 2003 or
21.4%  of sales from $43.8 million or 23.2% of sales in the same period of 2002.
This  decrease was a result of increased material costs the Company was not able
to  pass  along  to  its  customers.

     Operating  expenses  increased 0.9% or $0.3 million to $28.3 million in the
first  nine  months  of 2003 from $28.0 million in the same period of 2002. This
increase  was  primarily the result of severance costs related to a reduction in
headcount.

     Operating  income decreased 25.5% to $11.7 million in the first nine months
of  2003 from $15.7 million in the first nine months of 2002.  This decrease was
attributable  to  the  decrease  in  gross  profit.

     Interest expense decreased $0.5 million in the first nine months of 2003 as
compared  to  the  first  nine  months  of  2002  due  to lower borrowing costs.

     Net income decreased $3.5 million to $1.4 million for the first nine months
of  2003  from  $4.9  million  in  the  same  period  of  2002.

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 September 26, 2003, the Company had $34.3 million of working capital,
a  decrease  of $33.1 million from working capital as of December 31, 2002.  The
decrease  in  working  capital  was  primarily  due  to  an  increase in current
maturities  of  long  term  debt,  a  classification  change attributable to the
Company's  old  Credit  Facility  coming  due  in  less  than  twelve  months.

     Operating  activities  provided  $6.6 million and used $2.4 million in cash
flow in the first nine months of 2003 and 2002, respectively.  This $9.0 million
increase  in  cash  flow was primarily the result of a decrease in inventory and
other  current  assets  of  $21.6  million,  partially  offset by an increase in
accounts  receivable,  accrued  expenses,  and a decrease in net income of $12.6
million  compared  to  the  first  nine  months  of  2002.

     Investing  activities  provided  $0.3 million and used $3.8 million in cash
flow in the first nine months of 2003 and 2002, respectively.  The cash was used
primarily  for  machinery and equipment purchases.  The $4.1 million increase in
cash  provided  in  investing  activities was primarily a result of less capital
expenditure  in  2003  compared  to  2002.

                                       18
<PAGE>

     Financing  activities  used  $6.8 million and provided $7.5 million in cash
flow in the first nine months of 2003 and 2002, respectively.  The cash was used
to  pay  down  the  Company's  former  credit facility in 2003 and provided from
borrowings  under  that  credit  facility  in  2002.

     The  Company  believes  that  existing  cash, cash flow from operations and
available  borrowings under the Company's new 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,  2002.

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.




                                       19
<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 September 26,
2003,  principal  exposed  to interest rate risk was limited to $36.7 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
$0.4  million  impact  on  the  Company's  results  of  operations.

     At  September  26,  2003,  approximately  15.1%  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  subsidiary.  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.
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 within 45 days of the filing date of this
report,  the  Company's  Chief  Executive  Officer  and  Chief Financial Officer
believe  that  the Company has appropriate disclosure controls and procedures to
ensure  that information required to be disclosed by the Company in its periodic
reports  is recorded, processed, summarized and reported within the time periods
specified  in  the  rules  and  forms  of  the  Securities  Exchange Commission.

     Since  the  date of such evaluation, there have been no significant changes
in  the Company's internal controls or in other factors that could significantly
affect  these  controls,  including  any  corrective  actions  with  regard  to
significant  deficiencies  and  material  weaknesses.




                                       20
<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:

          In  a  current  report  filed on Form 8-K dated September 30, 2003 the
Company  reported  information  pursuant  to  "Item  5.  Other  Events".



                                       21
<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:  NOVEMBER 7, 2003



                                       22
<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 quarterly 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 quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures 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  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  7,  2003

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





                                       23
<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 quarterly 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 quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures 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  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  7,  2003

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




                                       24
<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.

  10.1**   Waiver and Third Amendment to the July 25, 2001 Fifth Amended and Restated Loan and Security Agreement, dated April 30,
           2003, between The GSI Group, Inc., as borrower, and LaSalle National Bank, as lender.

  10.2     Loan and Security Agreement dated October 31, 2003 between The GSI Group, Inc., as borrower and Congress Financial
           Corporation, as lender.

  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.

**     Previously  filed  with  the  March 28, 2003 Quarterly Report on Form 10Q
filed  with  the  Commission  on  May  7,  2003.



                                       25
<PAGE>