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


                                    FORM 10-Q




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

                For the Quarterly Period Ended September 27, 2002

                                       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  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 8, 2002.


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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  19
     Item 4.     Controls and Procedures                                     19

PART  II  -  OTHER  INFORMATION
     Item 1.     Legal Proceedings                                           20
     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                            20




*  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 27,    DECEMBER 31,
                                            ASSETS                                2002             2001
--------------------------------------------------------------------------  ---------------  --------------
<S>                                                                         <C>              <C>

Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . .  $        3,396   $       2,828
  Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . .          39,347          28,887
  Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .          66,898          55,294
  Prepaids . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,348           2,245
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6,006           4,816
                                                                            ---------------  --------------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . . .         116,995          94,070
                                                                            ---------------  --------------
Notes Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              --              59
                                                                            ---------------  --------------
Property, Plant and Equipment, net . . . . . . . . . . . . . . . . . . . .          39,781          42,116
                                                                            ---------------  --------------
Other Assets:
  Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           9,617          10,578
  Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . .           3,549           4,483
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,983           3,435
                                                                            ---------------  --------------
      Total other assets . . . . . . . . . . . . . . . . . . . . . . . . .          16,149          18,496
                                                                            ---------------  --------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      172,925   $     154,741
                                                                            ===============  ==============

                               LIABILITIES AND  STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------
Current Liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       18,432   $      12,247
  Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,771           1,962
  Other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .          10,280           9,429
  Customer deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,690           6,204
  Current maturities of long-term debt . . . . . . . . . . . . . . . . . .           2,674           2,707
                                                                            ---------------  --------------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . . .          40,847          32,549
                                                                            ---------------  --------------
Long-Term Debt, less current maturities. . . . . . . . . . . . . . . . . .         147,700         136,211
                                                                            ---------------  --------------
Deferred Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .             845             582
                                                                            ---------------  --------------
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (15,068)        (10,216)
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . .          22,536          19,550
  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. . . . . . . . . . . . . . . . . . . . .         (16,467)        (14,601)
                                                                            ---------------  --------------
      Total liabilities and stockholders' deficit. . . . . . . . . . . . .  $      172,925   $     154,741
                                                                            ===============  ==============
</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. 27,    SEPT. 28,    SEPT. 27,    SEPT. 28,
                                                 2002         2001         2002         2001
                                              -----------  -----------  -----------  -----------
<S>                                           <C>          <C>          <C>          <C>
Sales                                         $   70,119   $   71,834   $  188,948   $  182,301

Cost of sales                                     52,854       52,850      145,147      136,909
                                              -----------  -----------  -----------  -----------

    Gross profit . . . . . . . . . . . . . .      17,265       18,984       43,801       45,392

Selling, general and administrative expenses       9,213       10,167       27,135       29,672
Amortization expense . . . . . . . . . . . .         311          396          934        1,307
                                              -----------  -----------  -----------  -----------
  Total operating expenses . . . . . . . . .       9,524       10,563       28,069       30,979

Operating income . . . . . . . . . . . . . .       7,741        8,421       15,732       14,413

Other income (expense):
  Interest expense . . . . . . . . . . . . .      (3,461)      (3,664)      (9,945)     (11,015)
  Other, net . . . . . . . . . . . . . . . .         128           68         (574)          99
                                              -----------  -----------  -----------  -----------

    Income before income tax provision . . .       4,408        4,825        5,213        3,497
                                              -----------  -----------  -----------  -----------

Income tax expense . . . . . . . . . . . . .         183          208          318          117
                                              -----------  -----------  -----------  -----------

    Net income . . . . . . . . . . . . . . .  $    4,225   $    4,617   $    4,895   $    3,380
                                              -----------  -----------  -----------  -----------


Basic and diluted income per share . . . . .  $     2.38   $     2.60   $     2.76   $     1.90
                                              -----------  -----------  -----------  -----------

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. 27,    SEPT. 28,
                                                              2002         2001
                                                           -----------  -----------
<S>                                                        <C>          <C>
Cash Flows From Operating Activities:
  Depreciation and amortization expense . . . . . . . . .       5,432        6,933
  Other . . . . . . . . . . . . . . . . . . . . . . . . .      (7,857)      (6,976)
                                                           -----------  -----------
          Net cash flows used in operating activities . .      (2,425)         (43)
                                                           -----------  -----------


Cash Flows From Investing Activities:
  Capital expenditures. . . . . . . . . . . . . . . . . .      (4,986)      (3,671)
  Proceeds from sale of fixed assets. . . . . . . . . . .       1,273          486
  Other . . . . . . . . . . . . . . . . . . . . . . . . .         (64)        (660)
                                                           -----------  -----------
          Net cash flows used in investing activities . .      (3,777)      (3,845)
                                                           -----------  -----------

Cash Flows From Financing Activities:
    Proceeds from shareholder loan. . . . . . . . . . . .         568        1,017
    Payments on shareholder loan. . . . . . . . . . . . .        (533)      (1,868)
  Payments on long-term debt. . . . . . . . . . . . . . .      (3,804)      (2,518)
  Net borrowings under line-of-credit agreement . . . . .      15,100       10,420
    Dividends . . . . . . . . . . . . . . . . . . . . . .      (1,909)      (1,159)
  Other . . . . . . . . . . . . . . . . . . . . . . . . .      (1,874)        (827)
                                                           -----------  -----------
          Net cash flows provided by financing activities       7,548        5,065
                                                           -----------  -----------

Effect of Exchange Rate Changes on Cash . . . . . . . . .        (778)        (463)

Increase In Cash and Cash Equivalents . . . . . . . . . .  $      568   $      714
Cash and Cash Equivalents, beginning of period. . . . . .       2,828        2,679
                                                           -----------  -----------
Cash and Cash Equivalents, end of period. . . . . . . . .  $    3,396   $    3,393
                                                           ===========  ===========
</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,  2001 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  September  27,  2002 and the results of operations for the nine months ended
September  27, 2002 and cash flows for the nine months ended September 27, 2002.
Those  adjustments  consist only of normal recurring adjustments.  Certain prior
year  amounts  have  been  reclassified  to  be consistent with the current year
presentation.

     The  condensed consolidated balance sheet of the Company as of December 31,
2001 has been derived from the audited consolidated balance sheet of the Company
as  of  that  date.

     The  results  of  operations  for the nine-month period ended September 27,
2002  are not necessarily indicative of the operating results for the full year.


2.     COMPREHENSIVE  INCOME

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


                                             SEPTEMBER 27,    SEPTEMBER 28,
                                                 2002             2001
                                            ---------------  ---------------
<S>                                         <C>              <C>
Net income . . . . . . . . . . . . . . . .  $        4,895   $        3,380

Cumulative currency translation adjustment          (4,852)          (3,346)
  Comprehensive income . . . . . . . . . .  $           43   $           34
                                            ===============  ===============
</TABLE>




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


                    SEPTEMBER 27,   DECEMBER 31,
                         2002           2001
                    --------------  -------------
<S>                 <C>             <C>
  (IN THOUSANDS)
Inventories
  Raw materials. .  $       18,731  $      13,341
  Work-in-process.          16,725         18,322
  Finished goods .          31,442         23,631
                    --------------  -------------
       Total . . .  $       66,898  $      55,294
                    ==============  =============
</TABLE>



                                        6
<PAGE>




4.     SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The  Company  paid  approximately $6.6 million and $7.6 million in interest
during  the  nine  months  ended
September  27, 2002 and September 28, 2001, respectively.  The Company paid $0.0
million  and  $0.1 million income taxes during the first nine months of 2002 and
2001.


5.     LONG-TERM  DEBT

     The  indenture  governing  the Company's senior subordinated notes provides
for  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  27,  2002.

     The  Credit  Facility  with  LaSalle Bank National Association requires the
Company  to maintain certain financial covenants.  The Company was in compliance
with  the  covenants  under  the  Credit  Facility  as  of  September  27, 2002.

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 Syrian government and one with the
Yemen  Company  for  Industrial  Development  to  manufacture  and supervise the
assembly  of  grain  handling  systems.  Other  current  assets and other assets
include  $2.8 million of retainage withheld until completion of the projects and
the  meeting  of certain performance criteria.  These receivables are secured by
letters of credit totaling $1.9 million and are expected to be collected through
the  year  2002.

     The  Company  has an operating lease agreement 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 27, 2002.


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 three quarters of 2002 and 2001 are as shown in the
table  below  (in  thousands).
<TABLE>
<CAPTION>


                      SEPTEMBER 27,   SEPTEMBER 28,
                           2002            2001
                      --------------  --------------
<S>                   <C>             <C>
Grain product line .  $      105,325  $      105,409
Swine product line .          38,420          38,818
Poultry product line          45,203          38,074
                      --------------  --------------
     Sales . . . . .  $      188,948  $      182,301
                      ==============  ==============
</TABLE>


     For  the  first  nine  months  of 2002 and 2001, sales in Brazil were $14.8
million  and $12.2 million, respectively.  Long-lived assets in Brazil were $1.9
million  at  September  27,  2002.



                                        7
<PAGE>


8.     CURRENT  ACCOUNTING  ISSUES

     SFAS  No. 142 "Goodwill and Other Intangible Assets", was effective for the
Company  for  the fiscal quarter beginning January 1, 2002.  The Company adopted
SFAS  No.  142  and performed the initial impairment assessment as of January 1,
2002.  There  was  no  impairment  of  goodwill  as  of  September  27,  2002.

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

                               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                               SEPTEMBER 27, 2002
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . . . .  $     53   $       3,343   $          --   $       3,396
     Accounts receivable, net. . . . . . . . . . . .    38,743           8,703          (8,099)         39,347
     Inventories, net. . . . . . . . . . . . . . . .    50,451          16,447              --          66,898
     Other current assets. . . . . . . . . . . . . .     5,555           1,799              --           7,354
                                                      ---------  --------------  --------------  --------------

     Total current assets. . . . . . . . . . . . . .    94,802          30,292          (8,099)        116,995

Property, plant and equipment, net . . . . . . . . .    33,584           6,197              --          39,781
Goodwill and other intangible assets, net. . . . . .     2,917          10,249              --          13,166
Investment in and advances to/from subsidiaries. . .    44,557          (5,219)        (39,338)             --
Other long-term assets . . . . . . . . . . . . . . .     2,977               6              --           2,983
                                                      ---------  --------------  --------------  --------------

     Total assets. . . . . . . . . . . . . . . . . .  $178,837   $      41,525   $     (47,437)  $     172,925
                                                      =========  ==============  ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Current portion of long-term debt . . . . . . .  $  2,674   $          --   $          --   $       2,674
     Accounts payable. . . . . . . . . . . . . . . .    15,908          10,623          (8,099)         18,432
     Accrued liabilities . . . . . . . . . . . . . .    17,673           2,079             (11)         19,741
                                                      ---------  --------------  --------------  --------------

     Total current liabilities . . . . . . . . . . .    36,255          12,702          (8,110)         40,847

Long-term debt . . . . . . . . . . . . . . . . . . .   143,981          11,993          (8,274)        147,700
Other long-term liabilities. . . . . . . . . . . . .        --             845              --             845
                                                      ---------  --------------  --------------  --------------

     Total liabilities . . . . . . . . . . . . . . .   180,236          25,540         (16,384)        189,392

Stockholders' equity (deficit):
     Common stock. . . . . . . . . . . . . . . . . .        18          23,539         (23,539)             18
     Additional paid-in capital. . . . . . . . . . .     3,006             335            (335)          3,006
     Accumulated other comprehensive loss. . . . . .        --         (15,068)             --         (15,068)
     Retained earnings . . . . . . . . . . . . . . .    22,536           7,179          (7,179)         22,536
     Treasury stock, at cost . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

     Total stockholders' equity (deficit). . . . . .    (1,399)         15,985         (31,053)        (16,467)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $178,837   $      41,525   $     (47,437)  $     172,925
                                                      =========  ==============  ==============  ==============


                                        9
<PAGE>
</TABLE>



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

                               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                               SEPTEMBER 28, 2001
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . . . .  $    118   $       3,275   $          --   $       3,393
     Accounts receivable, net. . . . . . . . . . . .    32,236          13,093          (5,510)         39,819
     Inventories, net. . . . . . . . . . . . . . . .    43,425          13,246             270          56,941
     Other current assets. . . . . . . . . . . . . .     3,468           1,477              --           4,945
                                                      ---------  --------------  --------------  --------------

     Total current assets. . . . . . . . . . . . . .    79,247          31,091          (5,240)        105,098

Property, plant and equipment, net . . . . . . . . .    34,366           9,193              --          43,559
Goodwill and other intangible assets, net. . . . . .     2,965          12,287              --          15,252
Investment in and advances to/from subsidiaries. . .    48,569          (8,929)        (39,640)             --
Other long-term assets . . . . . . . . . . . . . . .     5,668              24              --           5,692
                                                      ---------  --------------  --------------  --------------

     Total assets. . . . . . . . . . . . . . . . . .  $170,815   $      43,666   $     (44,880)  $     169,601
                                                      =========  ==============  ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Current portion of long-term debt . . . . . . .  $  2,937   $       1,010   $          --   $       3,947
     Accounts payable. . . . . . . . . . . . . . . .    15,654           7,119          (5,510)         17,263
     Accrued liabilities . . . . . . . . . . . . . .    17,299           2,965              --          20,264
                                                      ---------  --------------  --------------  --------------

     Total current liabilities . . . . . . . . . . .    35,890          11,094          (5,510)         41,474

Long-term debt . . . . . . . . . . . . . . . . . . .   136,924          11,816          (8,901)        139,839
Other long-term liabilities. . . . . . . . . . . . .       142           1,738              --           1,880
                                                      ---------  --------------  --------------  --------------

     Total liabilities . . . . . . . . . . . . . . .   172,956          24,648         (14,411)        183,193

Stockholders' equity (deficit):
     Common stock. . . . . . . . . . . . . . . . . .        18          23,539         (23,539)             18
     Additional paid-in capital. . . . . . . . . . .     3,006             305            (305)          3,006
     Accumulated other comprehensive loss. . . . . .        --         (11,451)             --         (11,451)
     Retained earnings . . . . . . . . . . . . . . .    21,794           6,625          (6,625)         21,794
     Treasury stock, at cost . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

     Total stockholders' equity (deficit). . . . . .    (2,141)         19,018         (30,469)        (13,592)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $170,815   $      43,666   $     (44,880)  $     169,601
                                                      =========  ==============  ==============  ==============



                                       10
<PAGE>

</TABLE>


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 income (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 (deficit) in income of consolidated subsidiaries . . . . . .      (435)             --             435              --
                                                                     ---------  --------------  --------------  --------------

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .  $  4,071   $        (435)  $         589   $       4,225
                                                                     =========  ==============  ==============  ==============

</TABLE>



                                       11
<PAGE>
9.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                             SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                     THREE FISCAL MONTHS ENDED SEPTEMBER 28, 2001
                                                    (IN THOUSANDS)




                                                               Parent      Guarantor
                                                               Company   Subsidiaries    Eliminations    Consolidated
                                                              ---------  -------------  --------------  --------------
<S>                                                           <C>        <C>            <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 57,611   $      18,414  $      (4,191)  $      71,834
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . .    43,009          13,833         (3,992)         52,850
                                                              ---------  -------------  --------------  --------------

     Gross profit. . . . . . . . . . . . . . . . . . . . . .    14,602           4,581           (199)         18,984

Selling, general and administrative expenses . . . . . . . .     6,997           3,566             --          10,563
                                                              ---------  -------------  --------------  --------------

     Operating income. . . . . . . . . . . . . . . . . . . .     7,605           1,015           (199)          8,421

Interest expense . . . . . . . . . . . . . . . . . . . . . .    (3,914)            250             --          (3,664)
Other income (expense) . . . . . . . . . . . . . . . . . . .      (476)            544             --              68
                                                              ---------  -------------  --------------  --------------

Income before income taxes . . . . . . . . . . . . . . . . .     3,215           1,809           (199)          4,825
Provision (benefit) for income taxes . . . . . . . . . . . .      (130)            338             --             208
                                                              ---------  -------------  --------------  --------------
Income before equity in income of consolidated subsidiaries.     3,345           1,471           (199)          4,617
Equity in income of consolidated subsidiaries. . . . . . . .     1,471              --         (1,471)             --
                                                              ---------  -------------  --------------  --------------

Net income . . . . . . . . . . . . . . . . . . . . . . . . .  $  4,816   $       1,471  $      (1,670)  $       4,617
                                                              =========  =============  ==============  ==============

</TABLE>




                                       12
<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 income (expense) . . . . . . . . . . . . . . . . . . .       234            (808)             --            (574)
                                                              ---------  --------------  --------------  --------------

Income before income taxes . . . . . . . . . . . . . . . . .     4,423             506             284           5,213
Provision (benefit) 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>



                                       13
<PAGE>
9.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                             SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                      NINE FISCAL MONTHS ENDED SEPTEMBER 28, 2001
                                                    (IN THOUSANDS)




                                                               Parent      Guarantor
                                                               Company   Subsidiaries    Eliminations    Consolidated
                                                              ---------  -------------  --------------  --------------
<S>                                                           <C>        <C>            <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $149,690   $      46,400  $     (13,789)  $     182,301
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . .   115,250          35,520        (13,861)        136,909
                                                              ---------  -------------  --------------  --------------

     Gross profit. . . . . . . . . . . . . . . . . . . . . .    34,440          10,880             72          45,392

Selling, general and administrative expenses . . . . . . . .    20,759          10,220             --          30,979
                                                              ---------  -------------  --------------  --------------

     Operating income. . . . . . . . . . . . . . . . . . . .    13,681             660             72          14,413

Interest income (expense). . . . . . . . . . . . . . . . . .   (11,045)             30             --         (11,015)
Other income (expense) . . . . . . . . . . . . . . . . . . .      (607)            706             --              99
                                                              ---------  -------------  --------------  --------------

Income before income taxes . . . . . . . . . . . . . . . . .     2,029           1,396             72           3,497
Provision (benefit) for income taxes . . . . . . . . . . . .      (103)            220             --             117
                                                              ---------  -------------  --------------  --------------
Income before equity in income of consolidated subsidiaries.     2,132           1,176             72           3,380
Equity in income of consolidated subsidiaries. . . . . . . .     1,176              --         (1,176)             --
                                                              ---------  -------------  --------------  --------------

Net income . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,308   $       1,176  $      (1,104)  $       3,380
                                                              =========  =============  ==============  ==============

</TABLE>




                                       14
<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 in 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>



                                       15
<PAGE>
9.     GUARANTOR  SUBSIDIARIES  (CONTINUED)
<TABLE>
<CAPTION>

                                SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                        NINE FISCAL MONTHS ENDED SEPTEMBER 28, 2001
                                                       (IN THOUSANDS)




                                                                    Parent      Guarantor
                                                                    Company    Subsidiaries   Eliminations    Consolidated
                                                                   ---------  --------------  -------------  --------------
<S>                                                                <C>        <C>             <C>            <C>
Cash flows provided by (used in) operating activities . . . . . .  $ (2,573)  $       2,530   $          --  $         (43)
                                                                   ---------  --------------  -------------  --------------

Cash flows from investing activities:
     Capital expenditures and proceeds from sales of fixed assets    (3,385)           (286)             --         (3,671)
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .       823            (997)             --           (174)
                                                                   ---------  --------------  -------------  --------------

     Net cash used in investing activities. . . . . . . . . . . .    (2,562)         (1,283)             --         (3,845)
                                                                   ---------  --------------  -------------  --------------

Cash flows from financing activities:
     Net borrowings on debt . . . . . . . . . . . . . . . . . . .     8,073          (1,022)             --          7,051
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,840)            854              --         (1,986)
                                                                   ---------  --------------  -------------  --------------

     Net cash provided by (used in) financing activities. . . . .     5,233            (168)             --          5,065
                                                                   ---------  --------------  -------------  --------------

Effect of exchange rate changes in cash . . . . . . . . . . . . .        --            (463)             --           (463)

Change in cash and cash equivalents . . . . . . . . . . . . . . .        98             616              --            714

Cash and cash equivalents, beginning of period. . . . . . . . . .        20           2,659              --          2,679
                                                                   ---------  --------------  -------------  --------------

Cash and cash equivalents, end of period. . . . . . . . . . . . .  $    118   $       3,275              --  $       3,393
                                                                   =========  ==============  =============  ==============


</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  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 nine months of 2002 and 2001, the Company's
international  sales  accounted  for  27%  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  increases  in  steel  tariffs  initiated  by  the U.S.
Government  has  adversely  effected  the  price the Company pays for steel.  In
response  to initial steel price increases, the Company has nominally raised the
selling  price  of  its  products.

     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 27, 2002 Compared to Three Months Ended September
28,  2001

     Sales  decreased 2.4% or $1.7 million to $70.1 million in the third quarter
of  2002  compared to $71.8 million in the third quarter of 2001.  This decrease
was  driven  by  decreased  demand  for  the  Company's  grain  products.

     Gross  profit  decreased  to  $17.3 million in the third quarter of 2002 or
24.6%  of sales from $19.0 million or 26.4% of sales in the same period of 2001.
This  decrease  was  a  result of decreased sales in the grain division and lost
productivity  due  to  the  impact  of  consolidation  efforts.
                                       17
<PAGE>

     Operating  expenses  decreased  9.8% or $1.0 million to $9.5 million in the
third  quarter  of  2002  from  $10.5  million  in the same period of 2001. This
decrease  was  primarily the result of cost cutting measures, which included the
consolidation  of  the  Indianapolis sales office that occurred during the first
quarter  of  2002.

     Operating  income  decreased  8.1%  to $7.7 million in the third quarter of
2002  from  $8.4  million  in  the  third  quarter  of  2001.  This decrease was
attributable  to  the  decrease  in  sales.

     Interest  expense  decreased  $0.2  million in the third quarter of 2002 as
compared  to  the  third  quarter  of  2001  due  to  lower  borrowing  costs.

     Net  income decreased $0.4 million to $4.2 million for the third quarter of
2002  from  $4.6  million  in  the  same  period  of  2001.

Nine Months Ended September 27, 2002 Compared to Nine Months Ended September 28,
2001

     Sales  increased  3.7%  or $6.6 million to $188.9 million in the first nine
months  of  2002  compared  to  $182.3 million in the first nine months of 2001.
This increase was driven by increased demand for the Company's poultry products.

     Gross profit decreased to $43.8 million in the first nine months of 2002 or
23.2%  of sales from $45.4 million or 24.9% of sales in the same period of 2001.
The  decrease  was  primarily  the  result  of  the absence of a few high-margin
international  projects that were completed in the first nine months of 2001 and
lost  productivity  due  to  consolidation  efforts.

     Operating  expenses  decreased 9.4% or $2.9 million to $28.1 million in the
first  nine  months  of 2002 from $31.0 million in the same period of 2001. This
decrease  was  primarily the result of cost cutting measures, which included the
consolidation  of  the  Indianapolis  sales  office.

     Operating  income  increased 9.2% to $15.7 million in the first nine months
of  2002 from $14.4 million in the first nine months of 2001.  This increase was
attributable  to  the  decrease  in  operating  expenses.

     Interest expense decreased $1.1 million in the first nine months of 2002 as
compared  to  the  first  nine  months  of  2001  due  to lower borrowing costs.

     Net income increased $1.5 million to $4.9 million for the first nine months
of  2002  from  $3.4  million  in  the  same  period  of  2001.


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 27, 2002, the Company had $76.1 million of working capital,
an  increase of $14.6 million from working capital as of December 31, 2001.  The
increase  in  working  capital  was  primarily due to increases in inventory and
accounts  receivable of $22.1 million, partially offset by increases in accounts
payable,  accrued  expenses  and  customer  deposits  of  $8.3  million.

     Operating activities used $2.4 million and $0.0 million in cash flow in the
first nine months of 2002 and 2001, respectively.  This $2.4 million decrease in
cash flow was primarily the result of an increase in inventory and other current
assets  of  $11.5  million,  partially  offset by increases in accrued expenses,
customer  deposits,  accounts payable and net income of $9.9 million compared to
the  first  nine  months  of  2001.

     Investing  activities  used  $3.8  million  in  cash flow in the first nine
months  of  2002  and  2001.  The  cash  was  used  primarily  for machinery and
equipment  purchases.
                                       18
<PAGE>

     Financing activities provided $7.5 million and $5.1 million in cash flow in
the  first  nine  months  of 2002 and 2001, respectively.  The cash was provided
primarily  from  borrowings  under  the  Credit  Facility,  partially  offset by
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.

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  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.


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 27,
2002,  principal  exposed  to interest rate risk was limited to $49.9 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
$0.5  million  impact  on  the  Company's  results  of  operations.

     During  the  nine months ended September 27, 2002, approximately 16% of net
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  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 and/or 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 within 90 days of the filing date of this
quarterly  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.


                                       19
<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 August 5, 2002 the Company
reported  information  pursuant  to  "Item 4. Changes in Registrant's Certifying
Accountant".

                                       20
<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  8,  2002

                                       21
<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  8,  2002

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






                                       22
<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  8,  2002

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




                                       23
<PAGE>

<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS



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

   99.1    Certification of Chief Executive Officer and Chief Financial Officer


</TABLE>




                                       24
<PAGE>