17
`

                                  UNITED STATES
                       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 March 31, 2006
                                       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  by  check  mark  whether  the  registrant  is a shell company (as
defined  in  Rule  12b-2  of  the  Exchange  Act.  [  ]  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, 826,948 shares outstanding as of May 15, 2006.



                                        1
<PAGE>




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

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                11
Item 3.  Quantitative and Qualitative Disclosure About Market Risk            16
Item 4.  Controls and Procedures                                              16

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                                    18
Item 2.  Changes in Securities and Use of Proceeds                             *
Item 3.  Defaults Upon Senior Securities                                       *
Item 4.  Submission of Matters to a Vote of Security Holders                   *
Item 5.  Other Information                                                     *
Item 6.  Exhibits                                                             18




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


                                        2
<PAGE>
FORWARD-LOOKING STATEMENTS

     This  report  contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning, among other things,
the  prospects  and  developments  of  The  GSI  Group, Inc. (the "Company") and
business  strategies  for  our operations, all of which are subject to risks and
uncertainties.  Among these forward-looking statements and among those risks and
uncertainties,  are  obtaining  suitable  financing  to  support  our  growth in
operations;  possible  acquisition  or  divestiture  transactions;  managing our
growth to achieve operating efficiencies; successfully competing in our markets;
adequately  protecting  our  proprietary  information  and  technology  from
competitors; assuring that our products are not rendered obsolete by products or
technologies  of competitors; successfully managing product liability risks; and
avoiding  problems with third parties, including key personnel, upon whom we may
be dependent.  These forward-looking statements are included in various sections
of  this report. These statements are identified as "forward-looking statements"
or  by their use of terms (and variations thereof) such as "will," "may," "can,"
"anticipate,"  "intend,"  "continue,"  "estimate,"  "expect,"  "plan," "should,"
"outlook,"  "believe," and "seek" and similar terms (and variations thereof) and
phrases.

     When a forward-looking statement includes a statement of the assumptions or
bases  underlying  the  forward-looking  statement,  we  caution  that, while we
believe  such assumptions or bases to be reasonable and make them in good faith,
assumed  facts  or  bases  almost  always  vary  from  actual  results,  and the
differences  between  assumed facts or bases and actual results can be material,
depending upon the circumstances. Where, in any forward-looking statement, we or
our  management  expresses  an  expectation  or  belief as to future results, we
express that expectation or belief in good faith and believe it has a reasonable
basis,  but we can give no assurance that the statement of expectation or belief
will  result  or  be  achieved  or  accomplished.

     Our  actual  results may differ significantly from the results discussed in
the  forward-looking  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>

                                     ITEM 1 - FINANCIAL STATEMENTS
                                  THE GSI GROUP, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                 (UNAUDITED)

                                                                             MARCH 31,    DECEMBER 31,
ASSETS                                                                         2006           2005
--------------------------------------------------------------------------  -----------  --------------
<S>                                                                         <C>          <C>
Current Assets:
 Cash and cash equivalents                                                  $    3,460   $       2,522
 Accounts receivable, net                                                       41,495          35,801
 Inventories, net                                                               50,671          46,746
 Prepaids                                                                        2,283           2,961
 Income tax receivable                                                              --           1,499
 Deferred taxes                                                                  5,093           4,645
 Other                                                                           2,858           3,165
     Total current assets                                                      105,860          97,339
                                                                            -----------  --------------

Property, Plant and Equipment, net                                              36,765          33,933

Other Assets:
 Goodwill                                                                       39,162          39,162
 Other intangible assets, net                                                   50,560          51,684
 Deferred taxes                                                                    621             323
 Deferred financing costs, net                                                   4,925           5,105
 Other                                                                             139             102
     Total other assets                                                         95,407          96,376
                                                                            -----------  --------------
     Total assets                                                           $  238,032   $     227,648
                                                                            -----------  --------------
LIABILITIES AND  STOCKHOLDER'S EQUITY
--------------------------------------------------------------------------
Current Liabilities:
 Accounts payable                                                           $   28,313   $      20,989
 Accrued interest                                                                5,087           1,722
 Payroll and payroll related expenses                                            8,512           6,683
 Accrued warranty                                                                2,192           2,335
 Accrued workers compensation                                                    4,860           4,539
 Other accrued expenses                                                          3,056           3,449
 Customer deposits                                                               9,000           5,256
 Current maturities of long-term debt                                              362             876
     Total current liabilities                                                  61,382          45,849
                                                                            -----------  --------------

Long-Term Debt, less current maturities                                        110,070         119,306

Minority Interest                                                                2,994           2,654

Stockholder's Equity:
 Common stock, $.01 par value voting (authorized 6,900,000 shares; issued
   6,633,652 shares; outstanding 626,948 shares)                                    16              16
 Common stock, $.01 par value, nonvoting (authorized 1,100,000 shares;
   issued 1,059,316 shares; outstanding 200,000 shares)                              2               2
 Additional paid-in capital                                                     97,881          97,881
 Accumulated other comprehensive income                                          2,039             762
 Retained earnings                                                               5,207           2,737
 Treasury stock, at cost, voting (6,006,704 shares)                            (41,550)        (41,550)
 Treasury stock, at cost, nonvoting (859,316 shares)                                (9)             (9)
     Total stockholder's equity                                                 63,586          59,839
                                                                            -----------  --------------
     Total liabilities and stockholder's equity                             $  238,032   $     227,648
                                                                            -----------  --------------
</TABLE>
PART I - FINANCIAL INFORMATION
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 OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)



                                                  SUCCESSOR        PREDECESSOR
                                               ================
                                                 THREE FISCAL     THREE FISCAL
                                               ----------------  ---------------
                                                 MONTHS ENDED     MONTHS ENDED
                                                MARCH 31, 2006    APRIL 1, 2005
<S>                                            <C>               <C>
Sales                                          $        92,252   $       72,674

Cost of sales                                           70,864           55,343
Warranty expense                                           175             (198)
 Total cost of sales                                    71,039           55,145
                                               ----------------  ---------------

   Gross profit                                         21,213           17,529

Selling, general and administrative expenses            11,316            8,827
Amortization expense                                     1,123              162
Research and development expense                           894              846
 Total operating expenses                               13,333            9,835
                                               ----------------  ---------------

   Operating income                                      7,880            7,694

Other income (expense):
 Interest expense                                       (3,652)          (3,581)
 Other, net                                                514              529

Income from continuing operations before
 income tax expense and minority interest                4,742            4,642

Minority interest in net income of subsidiary             (155)             (55)
Income tax expense                                       2,117              614

Net income                                     $         2,470   $        3,973



Basic and diluted earnings per share           $          2.99   $         4.80
Weighted average common shares outstanding             826,948          826,948

COMPREHENSIVE INCOME
  Net income                                   $         2,470   $        3,973
  Cumulative currency translation adjustment             1,277             (550)
  Comprehensive income                         $         3,747   $        3,423
                                               ----------------  ---------------
</TABLE>


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

                                        5
<PAGE>
<TABLE>
<CAPTION>

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


                                                                     SUCCESSOR        PREDECESSOR
                                                                    THREE FISCAL     THREE FISCAL
                                                                  ----------------  ---------------
                                                                    MONTHS ENDED     MONTHS ENDED
                                                                   MARCH 31, 2006    APRIL 1, 2005
<S>                                                               <C>               <C>
Cash Flows From Operating Activities:
 Net income                                                       $         2,470   $        3,973
 Adjustments to reconcile net income to cash provided
   by operating activities:
     Depreciation and amortization                                          2,445            1,622
     Amortization of deferred financing costs and debt discount               180              338
     Gain on sale of property and equipment                                   (23)             (57)
     Deferred taxes                                                          (746)              55
     Minority interest in net income of subsidiaries                          155               55
     Minority interest compensation expense                                   185              139
     Stock-based compensation                                                  --             (273)
     Changes in:
       Accounts receivable, net                                            (5,694)          (4,619)
       Inventories, net                                                    (3,925)          (2,093)
       Other current assets                                                 2,484            2,121
       Accounts payable                                                     7,324            1,754
       Accrued expenses and payroll and payroll related expenses            4,979            3,625
       Customer deposits                                                    3,744              491
         Net cash flows provided by operating activities                   13,578            7,131
                                                                  ----------------  ---------------

Cash Flows From Investing Activities:
 Capital expenditures                                                      (3,743)          (1,268)
 Proceeds from sale of property and equipment                                  52              207
 Other                                                                        (37)               2
         Net cash flows used in investing activities                       (3,728)          (1,059)
                                                                  ----------------  ---------------

Cash Flows From Financing Activities:
 Payments on long-term debt                                                  (515)             (51)
 Net payments under line of credit agreement                               (9,235)          (4,030)
 Dividends paid                                                                --           (1,538)
 Other                                                                        819             (725)
         Net cash flows used in financing activities                       (8,931)          (6,344)
                                                                  ----------------  ---------------

Effect of Exchange Rate Changes on Cash                                        19              (45)

Increase (decrease) In Cash and Cash Equivalents                  $           938   $         (317)
Cash and Cash Equivalents, beginning of period                              2,522            2,304
Cash and Cash Equivalents, end of period                          $         3,460   $        1,987
                                                                  ----------------  ---------------
</TABLE>


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

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

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          The  financial  statements  have  been prepared by The GSI Group, Inc.
(the  "Company"),  without  audit,  pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been condensed or omitted pursuant to such rules and regulations, although
the  Company  believes that the disclosures are adequate to make the information
not  misleading.  The  condensed consolidated balance sheet of the Company as of
December  31,  2005 has been derived from the audited consolidated balance sheet
of  the  Company  as  of  that  date.  Certain  information and note disclosures
normally  included  in  the  Company's  annual  financial statements prepared in
accordance  with generally accepted accounting principles have been condensed or
omitted.  These  condensed  consolidated  financial statements should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
contained  in  the  Company's  December  31,  2005  Form  10-K as filed with the
Securities  and Exchange Commission.  Other than as indicated herein, there have
been  no  significant changes from the data presented in the Company's 2005 Form
10-K.

     In  the  opinion  of  management,  the  accompanying  unaudited  condensed
consolidated  financial  statements contain all adjustments necessary to present
fairly  the  financial  position  of  the  Company  as of March 31, 2006 and the
results  of  operations  and cash flows for the successor period of three months
ended  March  31, 2006 and the predecessor period of three months ended April 1,
2005.  Those  adjustments  consist  only  of  normal  recurring  adjustments.

     The  results  of  operations for the successor period of three months ended
March  31,  2006  and the predecessor period of three months ended April 1, 2005
are  not  necessarily  indicative  of  the  operating results for the full year.

     The  accompanying  combined  financial  statements  are presented under two
different  ("Predecessor"  and "Successor") bases of accounting. The predecessor
and  successor  financial  statements  are  consolidated  and include all of the
accounts  of GSI Group, Inc. and its subsidiaries. All intercompany transactions
and  balances  have  been  eliminated.

2.     DETAIL  OF  CERTAIN  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>


                                                                     (UNAUDITED)
                                                                   ===============
                                                                      MARCH 31,      DECEMBER 31,
                                                                   ---------------  --------------
                                                                        2006             2005
                                                                   ---------------  --------------
<S>                            <C>                                 <C>              <C>
                                                                    (IN THOUSANDS)
                                                                   ---------------
Accounts Receivable
                               Trade receivables                   $       43,741   $      37,747
                               Allowance for doubtful accounts             (2,246)         (1,946)
                               Total                               $       41,495   $      35,801
                                                                   ---------------  --------------

Inventories
                               Raw materials                       $       15,240   $      16,039
                               Work-in-process                              9,953           8,758
                               Finished goods                              25,478          21,949
                               Total                               $       50,671   $      46,746

Property, Plant and Equipment
                               Land                                $          598   $         594
                               Buildings and improvements                  13,155          12,817
                               Machinery and equipment                     26,550          24,279
                               Office equipment and furniture               2,777           2,523
                               Construction-in-progress                     2,416             868
                                                                           45,496          41,081
                                                                   ---------------  --------------
                               Accumulated depreciation                    (8,731)         (7,148)

                                        7
<PAGE>
                               Property, plant and equipment, net  $       36,765   $      33,933
Intangible Assets
                               Goodwill                            $       39,162   $      39,162

                               Non-compete agreements              $        2,890   $       2,890
                               Technology                                   5,700           5,700
                               Trade names                                 14,300          14,300
                               Customer relations                          31,400          31,400
                               Backlog                                      3,490           3,490
                                                                           57,780          57,780
                                                                   ---------------  --------------
                               Accumulated amortization                    (7,220)         (6,096)
                               Total                               $       50,560   $      51,684
Deferred Financing Costs
                               Deferred financing costs            $        5,570   $       5,570
                               Accumulated amortization                      (645)           (465)
                               Total                               $        4,925   $       5,105
Accrued Warranty
                               Beginning reserve                   $        2,335   $       2,764
                               Increase to expense                            386           1,630
                               Charge to reserve                             (529)         (2,059)
                               Ending reserve                      $        2,192   $       2,335
</TABLE>



3.   SUPPLEMENTAL CASH FLOW INFORMATION

     The  Company  paid  approximately $0.1 million and $0.5 million in interest
during  the  successor  period  of  three  months  ended  March 31, 2006 and the
predecessor  period  of  three  months  ended  April 1, 2005, respectively.  The
Company  paid $0.0 million and $0.0 million in income taxes during the successor
period  of  three  months ended March 31, 2006 and the predecessor period of and
three  months  ended  April  1,  2005,  respectively.

4.     DEBT

REVOLVING CREDIT FACILITY

     On  May  16,  2005,  concurrently  with the issuance of $110,000,000 of 12%
Senior  Notes due 2013 and the closing of the acquisition of The GSI Group, Inc.
(the  "Company")  by  GSI  Holdings  Corp.  ("GSI  Holdings"),  an  affiliate of
Charlesbank  Equity  Fund  V,  Limited  Partnership,  the Company refinanced its
existing credit facility with a five-year asset-backed revolving credit facility
provided  by  lenders  led  by  Wachovia  Capital  Finance Corporation (Central)
("Wachovia"),  as  the  agent.  The maximum amount of revolving credit available
under  the Company's refinanced credit facility (the "Credit Facility") is $60.0
million and the Company has the option to increase the facility in increments of
$5.0  million  up  to a maximum of $75.0 million (subject to compliance with the
covenants  in the indenture). Up to $15 million of the facility is available for
issuances  of  letters  of  credit.

     The Credit Facility provides floating rate revolving loans bearing interest
at  a  rate  equal  to 0.0% to 0.5% over Wachovia's prime rate or 1.50% to 2.00%
over  LIBOR,  in  each case based on the excess availability under the borrowing
base  from  time  to  time.

     The  Company's obligations under its Credit Facility are secured by a first
priority  lien  on,  and  pledge of, substantially all of its and any subsidiary
guarantors'  current and future assets. In addition, GSI Holdings pledged all of
its shares of the Company's common stock, as well as any rights that it may have
under  the  stock purchase agreement with the Company's selling stockholders, as
additional  collateral  security.

     The  Credit  Facility  contains  certain  covenants  that are substantially
similar  to,  but  generally  no  more restrictive than, the covenants under the
Company's  existing  credit  facility.  The Company's ability to make borrowings
under  the  Credit  Facility is subject to customary representations, warranties
and  covenants.  The  Credit  Facility also contains various customary events of
default.


                                        8
<PAGE>
SENIOR  NOTES  DUE  2013

     On  May  16,  2005,  concurrently  with  the  refinancing  of  its existing
revolving  credit  facility  with  Wachovia  Capital Finance Corporation and the
closing  of  the  acquisition  of  The  GSI  Group,  Inc. (the "Company") by GSI
Holdings  Corp.  ("GSI  Holdings"),  an  affiliate of Charlesbank Equity Fund V,
Limited  Partnership,  the  Company  issued  and  sold  $110,000,000  aggregate
principal amount of Senior Notes due 2013 (the "Notes"). Payment on the Notes is
guaranteed  on  an  unsecured  basis by GSI Holdings and by all of the Company's
domestic  material subsidiaries. None of the Company's domestic subsidiaries are
currently  material subsidiaries. The Notes were issued under an Indenture among
the  Company, the Guarantors and U.S. Bank National Association, as trustee (the
"Indenture").

     The  Notes  have  a  fixed  annual interest rate of 12%, which will be paid
semiannually  in  arrears  on May 15 and November 15, commencing on November 15,
2005.

     Prior  to  May 15, 2008, the Company may redeem up to 35% of the Notes at a
redemption  price  of  112.000% of the principal amount, plus accrued and unpaid
interest  from  the  proceeds of certain equity offerings; provided that: (i) at
least 65% of the aggregate principal amount of Notes originally issued under the
Indenture  (excluding  Notes  held  by the Company and its subsidiaries) remains
outstanding  immediately  after  the  occurrence of such redemption and (ii) the
redemption  occurs  within  90  days  of  the date of the closing of such equity
offering.  Except  pursuant  to  the  preceding  sentence, the Notes will not be
redeemable  at  the  Company's  option  prior  to  May  15,  2009.

     On or after May 15, 2009, the Company may redeem all or a part of the Notes
upon  not  less  than 30 nor more than 60 days' notice, at the redemption prices
(expressed  as  percentages  of  principal amount) listed below plus accrued and
unpaid  interest  and  liquidated damages, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on  May  15  of  the  years indicated below, subject to the rights of holders of
Notes  on  the relevant record date to receive interest on the relevant interest
payment date: 2009 at a redemption price of 106.000%; 2010 at a redemption price
of  103.000%;  and  2011  and  thereafter  at  a  redemption  price of 100.000%.

     Upon  a  change  of  control,  as  defined in the Indenture, the Company is
required to offer to purchase all of the Notes then outstanding for cash at 101%
of  the  aggregate principal amount thereof plus accrued and unpaid interest and
liquidated  damages,  if  any, on the Notes repurchased to the date of purchase,
subject to the rights of holders of Notes on the relevant record date to receive
interest  due  on  the  relevant  interest  payment  date.

5.     INCOME  TAXES

     The  following  table  represents  the  unaudited successor and predecessor
income  taxes  for  the first three months of 2006 and the first three months of
2005.
<TABLE>
<CAPTION>

                            SUCCESSOR          PREDECESSOR
                    Three months ended          Three months ended
                    ------------------
                         March 31, 2006          April 1, 2005

                       Income/(Loss)    Income Tax   Income/(Loss)    Income Tax
                       --------------
                           Before        Expense/        Before        Expense/
                        Income Taxes    (Benefit)     Income Taxes    (Benefit)
<S>                    <C>             <C>           <C>             <C>
U.S.                   $       2,104   $     1,752   $       3,390   $        240
Brazil                         1,376           346             832            281
Malaysia                         344            19            (121)            20
Mexico                           430            --             121             73
China                            (48)           --               2             --
Poland                           (41)           --             (32)            --
South Africa                     422            --             395             --

Total                  $       4,587   $     2,117   $       4,587   $        614


                                        9
<PAGE>


Current income taxes                   $     2,863                   $        559
Deferred income taxes                         (746)                            55

Total                                  $     2,117                   $        614

</TABLE>


<TABLE>
<CAPTION>
                            SUCCESSOR          PREDECESSOR

                      Three months ended           Three months ended
                        March 31, 2006               April 1, 2005
<S>                   <C>                 <C>      <C>                 <C>
Income taxes at U.S.
 statutory rate                           $1,512                       $ --
State income taxes                           315                        240
Foreign income taxes                         365                        374
Other                                        (75)                        --

Total                                     $2,117                       $614
</TABLE>



     The  Company was an "S" Corporation for federal income tax purposes for the
three  months  ended  April  1,  2005.  Income  taxes  for  the  period  were an
obligation  of  its  stockholders.

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.

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  months  of  2006  and 2005, based on the
aggregation  of  historical  and successor accounting, are as shown in the table
below  (in  thousands).

<TABLE>
<CAPTION>


                      (UNAUDITED)    (UNAUDITED)
                       SUCCESSOR     PREDECESSOR

                       MARCH 31,      APRIL 1,
                      ------------  -------------
                          2006          2005
                      ------------  -------------
<S>                   <C>           <C>
Grain product line    $     49,535  $      42,914
Swine product line          20,826         12,860
Poultry product line        21,891         16,900
     Sales            $     92,252  $      72,674
                      ------------  =============
</TABLE>


     For the first three months of 2006 and 2005, sales in Brazil were $12.1
million and $8.6 million, respectively.  Long-lived assets in Brazil were $6.7
million at March 31, 2006.

8.     SUBSEQUENT  EVENT

     The  Company  will  purchase  $7.4  million  of  its outstanding bonds from
Charlesbank,  an affiliate of its parent, on May 12, 2006 and immediately retire
them.  The  bonds  will  be  purchased  at  a  1%  premium.

                                       10
<PAGE>

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

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

GENERAL

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

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

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

     The Company's international sales have historically comprised a significant
portion  of  our  total  sales.  In the first three months of 2006 and 2005, the
Company's  international  sales  accounted  for 35.9% and 33.1%, of total sales,
respectively.  International  operations  generally are subject to various risks
that  are  not  present  in  domestic  operations,  including  restrictions  on
dividends,  restrictions on repatriation of funds, unexpected changes in tariffs
and  other  trade  barriers,  difficulties  in  staffing  and  managing  foreign
operations,  political  instability,  fluctuations  in  currency exchange rates,
reduced  protection for intellectual property rights in some countries, seasonal
reductions in business activity and potentially adverse tax consequences, any of
which  could  adversely  impact  our  international  operations.

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

ITEMS AFFECTING COMPARABILITY

     On  April  6,  2005, all of the Company's stockholders entered into a stock
purchase  agreement  with  GSI  Holdings,  Inc.  (GSI  Holdings), a newly formed
holding  company  owned  primarily by an affiliate of Charlesbank Equity Fund V,
Limited  Partnership,  pursuant  to which GSI Holdings purchased for cash all of
the  issued  and  outstanding  shares  of the Company's common stock. On May 16,
2005,  under the "successor" basis of accounting, the closing of the Acquisition
occurred.  Consequently,  our  financial  statements shown in Item 1 of this 10Q
have been presented under two different bases of accounting, with all historical
Company  activity  up to and including May 16, 2005 under the predecessor basis,
and all Company activity from May 17, 2005 to present under the successor basis.
The  following  discussion  and  analysis  is  based  upon  these  two  bases of
accounting  for  the  three  months  ended March 31, 2006, and our review of the
business  and  operations during such periods as compared to the same periods of
2005.

                                       11
<PAGE>
     As a result of the Acquisition, our assets and liabilities have been
adjusted to their fair value as of the closing date.  Depreciation and
amortization expenses are higher in successor accounting due to the fair value
assessments resulting in increases to the carrying value of our property, plant
and equipment and intangible assets.

     We  believe  the discussion and analysis of The GSI Group, Inc.'s financial
condition  and combined results of operations set forth below are not indicative
nor  should  they  be  relied  upon  as  an indicator of our future performance.
Please  refer to the footnotes to the Financial Statements included in Item 1 of
this  report,  including  "Summary  of  Significant  Accounting  Policies"  for
important  additional  information  concerning  the  basis  of  presentation  of
financial  information  included  in  this  report.

HISTORICAL  PERFORMANCE

RESULTS  OF  OPERATIONS

     The  following  table  sets forth a summary of the Company's operations and
their  percentages  of  total  revenue  for  the  periods indicated based on the
aggregation  of  historical  predecessor  and  successor  accounting (dollars in
thousands):

<TABLE>
<CAPTION>

                                        THREE MONTHS ENDED
                                        ==================

                                                            MARCH 31, 2006   APRIL 1, 2005
                                                              (UNAUDITED)     (UNAUDITED)
                                                              -----------     -----------


<S>                                                      <C>        <C>     <C>        <C>
                                                         AMOUNT          %  AMOUNT          %
                                                         ---------  ------  ---------  ------
Sales                                                    $ 92,252   100.0   $ 72,674   100.0

Cost of sales                                              70,864    76.8     55,343    76.2
Warranty expense                                              175     0.2       (198)   (0.3)
 Total cost of sales                                       71,039    77.0     55,145    75.9
                                                         ---------          ---------

   Gross profit                                            21,213    23.0     17,529    24.1

Selling, general and administrative expenses               11,316    12.3      8,827    12.1
Amortization expense                                        1,123     1.2        162     0.2
Research and development expense                              894     1.0        846     1.2
 Total operating expenses                                  13,333    14.5      9,835    13.5
                                                         ---------          ---------

Operating income                                            7,880     8.5      7,694    10.6

Other income (expense):
 Interest expense                                          (3,652)   (4.0)    (3,581)   (4.9)
 Other, net                                                   514     0.6        529     0.7

Income before income tax expense and minority interest      4,742     5.1      4,642     6.4

Minority interest in net income of subsidiary                (155)   (0.2)       (55)   (0.1)
Income tax provision(benefit)                               2,117     2.3        614     0.8

Net income                                               $  2,470     2.7   $  3,973     5.5


Basic and diluted earnings per  share                    $   2.99           $   4.80

Weighted average common shares outstanding                826,948            826,948
</TABLE>




                                       12
<PAGE>
Three  Months  Ended March 31, 2006 Compared to Three Months Ended April 1, 2005

     Sales  increased  26.9%  or  $19.6  million  to  $92.3 million in the first
quarter  of  2006 compared to $72.7 million in the first quarter of 2005.  Grain
equipment  sales increased by 15.4% during the first quarter of 2006 as compared
to  the first quarter 2005 due to higher volume. Swine equipment sales increased
61.9% to $20.8 million in the first quarter of 2006 compared to $12.9 million in
the first quarter of 2005 due to an improved swine production market that allows
producers  to  upgrade  equipment.  Poultry  equipment  sales increased 29.5% to
$21.9  million  in  the  first  quarter of 2006 compared to $16.9 million in the
first  quarter  of  2005  primarily  due  to increased volume.  Sales volume was
positively  influenced  by a higher percentage of orders placed under the winter
program  that  were  shipped in the first quarter.   The winter program provided
deeper  discounts  which partially offset the impact of the year over year price
increase.

     Cost  of  goods  sold  increased 28.8% or $15.9 million to $71.0 million or
77.0%  of  sales in the first quarter of 2006 compared to $55.1 million or 75.9%
of  sales  in  the  first  quarter of 2005.  This increase is due in part to the
increased  volume  along  with increased material costs, primarily steel related
costs.

     Gross  profit  increased  to  $21.2 million in the first quarter of 2006 or
23.0%  of sales from $17.5 million or 24.1% of sales in the same period of 2005.
This  increase  was  primarily  due  to  the  reasons  cited  above.

     Operating  expenses increased 35.6% or $3.5 million to $13.3 million in the
first  quarter  of  2006  from  $9.8  million  in  the same period of 2005.  The
increase  was  primarily  due  to  the  increase in amortization expense of $1.0
million,  the  effects  of currency translation $0.4 million, an increase to the
bad  debt  reserve,  higher distribution expenses incurred due to higher volume,
additional  costs  associated  with  the establishment of the current management
team  and higher support costs including legal, consulting, and management fees.

     Operating  income  increased  to  $7.9 million in the first quarter of 2006
from  $7.7  million  in  the  first  quarter  of 2005.  Operating income margins
decreased  to  8.5%  of  sales  in  2006  from  10.6%  in  2005.

     Interest  expense  increased  $0.1  million in the first quarter of 2006 as
compared  to  the  third  quarter  of  2005  due  to  higher  borrowing  costs.

     Income  tax  expense  increased  $1.5  million to $2.1 million in the first
quarter  of 2006 from $0.6 million in the same period of 2005.  This increase is
due  to  the Company changing from a "C" Corporation on May 16, 2005 from an "S"
Corporation.

     Net  income decreased by $1.5 million to $2.5 million for the first quarter
of  2006  from  $4.0  million  in  the  same  period  of  2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

     The Company's working capital requirements for its operations are seasonal,
with  investments  in working capital typically building in the second and third
quarters  and  then  declining  in  the  first and fourth quarters.  The Company
defines working capital as current assets less current liabilities.  As of March
31,  2006,  the Company had $44.5 million of working capital, a decrease of $7.0
million  from  working capital as of December 31, 2005.  The decrease in working
capital  was  primarily  due to decreases in prepaids, income tax receivable and
other  current  assets  and  increases  in accounts payable, payroll and payroll
related  expenses,  accrued  interest,  accrued workers compensation expense and
customer  deposits  of  $19.1  million,  partially  offset by increases in cash,
accounts  receivable,  inventory  and  deferred  taxes  and decreases in accrued
warranty,  other  accrued  expenses  and current maturities of long-term debt of
$12.1  million.

     Operating  activities  provided $13.6 million and $7.1 million in cash flow
in  the  first  three  months of 2006 and 2005, respectively.  This $6.5 million
increase  in cash flow was primarily the result of increases in depreciation and
amortization, stock based compensation, minority interest compensation, accounts
payable,  accrued  expenses, customer deposits and other current assets of $11.8
million,  partially  offset by decreases in net income, deferred taxes, accounts
receivable  and  inventory of $5.2 million compared to the first three months of
2005.

                                       13
<PAGE>

     Investing activities used $3.7 million and $1.1 million in cash flow in the
first  three months of 2006 and 2005, respectively.  The cash was used primarily
for  the  purchase  of  property,  plant  and  equipment.

     Financing activities used $8.9 million and $6.3 million in cash flow in the
first  three months of 2006 and 2005, respectively.  The cash was used primarily
to  pay  down  debt.

     The  Company  believes  that  existing  cash, cash flow from operations and
available  borrowings  under  its  refinanced  revolving credit facility will be
sufficient to support its working capital, capital expenditures and debt service
requirements  for the foreseeable future.  As of March 31, 2006, the Company had
approximately  $46.4  million  of  availability  under  the  credit  facility.

REVOLVING CREDIT FACILITY

     On  May  16,  2005,  concurrently  with the issuance of $110,000,000 of 12%
Senior  Notes due 2013 and the closing of the acquisition of The GSI Group, Inc.
(the  "Company")  by  GSI  Holdings  Corp.  ("GSI  Holdings"),  an  affiliate of
Charlesbank  Equity  Fund  V,  Limited  Partnership,  the Company refinanced its
existing credit facility with a five-year asset-backed revolving credit facility
provided  by  lenders  led  by  Wachovia  Capital  Finance Corporation (Central)
("Wachovia"),  as  the  agent.  The maximum amount of revolving credit available
under  the Company's refinanced credit facility (the "Credit Facility") is $60.0
million and the Company has the option to increase the facility in increments of
$5.0  million  up  to a maximum of $75.0 million (subject to compliance with the
covenants  in the indenture). Up to $15 million of the facility is available for
issuances  of  letters  of  credit.

     The Credit Facility provides floating rate revolving loans bearing interest
at  a  rate  equal  to 0.0% to 0.5% over Wachovia's prime rate or 1.50% to 2.00%
over  LIBOR,  in  each case based on the excess availability under the borrowing
base  from  time  to  time.

     The  Company's obligations under its Credit Facility are secured by a first
priority  lien  on,  and  pledge of, substantially all of its and any subsidiary
guarantors'  current and future assets. In addition, GSI Holdings pledged all of
its shares of the Company's common stock, as well as any rights that it may have
under  the  stock purchase agreement with the Company's selling stockholders, as
additional  collateral  security.

     The  Credit  Facility  contains  certain  covenants  that are substantially
similar  to,  but  generally  no  more restrictive than, the covenants under the
Company's  existing  credit  facility.  The Company's ability to make borrowings
under  the  Credit  Facility is subject to customary representations, warranties
and  covenants.  The  Credit  Facility also contains various customary events of
default.

SENIOR  NOTES  DUE  2013

     On  May  16,  2005,  concurrently  with  the  refinancing  of  its existing
revolving  credit  facility  with  Wachovia  Capital Finance Corporation and the
closing  of  the  acquisition  of  The  GSI  Group,  Inc. (the "Company") by GSI
Holdings  Corp.  ("GSI  Holdings"),  an  affiliate of Charlesbank Equity Fund V,
Limited  Partnership,  the  Company  issued  and  sold  $110,000,000  aggregate
principal amount of Senior Notes due 2013 (the "Notes"). Payment on the Notes is
guaranteed  on  an  unsecured  basis by GSI Holdings and by all of the Company's
domestic  material subsidiaries. None of the Company's domestic subsidiaries are
currently  material subsidiaries. The Notes were issued under an Indenture among
the  Company, the Guarantors and U.S. Bank National Association, as trustee (the
"Indenture").

     The  Notes  have  a  fixed  annual interest rate of 12%, which will be paid
semiannually  in  arrears  on May 15 and November 15, commencing on November 15,
2005.

     Prior  to  May 15, 2008, the Company may redeem up to 35% of the Notes at a
redemption  price  of  112.000% of the principal amount, plus accrued and unpaid
interest  from  the  proceeds of certain equity offerings; provided that: (i) at
least 65% of the aggregate principal amount of Notes originally issued under the
Indenture  (excluding  Notes  held  by the Company and its subsidiaries) remains
outstanding  immediately  after  the  occurrence of such redemption and (ii) the
redemption  occurs  within  90  days  of  the date of the closing of such equity
offering.  Except  pursuant  to  the  preceding  sentence, the Notes will not be
redeemable  at  the  Company's  option  prior  to  May  15,  2009.

                                       14
<PAGE>
     On or after May 15, 2009, the Company may redeem all or a part of the Notes
upon  not  less  than 30 nor more than 60 days' notice, at the redemption prices
(expressed  as  percentages  of  principal amount) listed below plus accrued and
unpaid  interest  and  liquidated damages, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on  May  15  of  the  years indicated below, subject to the rights of holders of
Notes  on  the relevant record date to receive interest on the relevant interest
payment date: 2009 at a redemption price of 106.000%; 2010 at a redemption price
of  103.000%;  and  2011  and  thereafter  at  a  redemption  price of 100.000%.

     Upon  a  change  of  control,  as  defined in the Indenture, the Company is
required to offer to purchase all of the Notes then outstanding for cash at 101%
of  the  aggregate principal amount thereof plus accrued and unpaid interest and
liquidated  damages,  if  any, on the Notes repurchased to the date of purchase,
subject to the rights of holders of Notes on the relevant record date to receive
interest  due  on  the  relevant  interest  payment  date.

     Also on May 16, 2005, the Company issued a call for redemption for all $100
million  principal  amount of its existing 10-1/4% senior subordinated notes due
2007  at  a price of 101.729% plus accrued interest from May 1, 2005 to the date
of  redemption.

INFLATION

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

CRITICAL  ACCOUNTING  POLICIES

     There  have  been  no  material changes to the critical accounting policies
since  December  31,  2005.

                                       15
<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 March 31, 2006,
principal  exposed to interest rate risk was limited to $0.4 million in variable
rate  debt.  The  interest rates on the Company's various debt instruments range
from  4.5%  to 12.0%.  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
$0.0  million  impact  on  the  Company's  results  of  operations.

     At  March  31,  2006,  approximately  17.9%  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 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

OVERVIEW

     In  connection  with  the preparation of its Annual Report on Form 10-K for
the  fiscal  year  ended  December 31, 2005, the Company's management identified
material weaknesses in the Company's internal controls over financial reporting.
As  defined  by  the  Public  Company  Accounting  Oversight  Board ("PCAOB") in
Auditing  Standard  No.  2,  a material weakness is a significant deficiency, or
combination  of  significant  deficiencies,  that  result  in more than a remote
likelihood  that  a  material  misstatement  of  the annual or interim financial
statements  will  not  be  prevented  or  detected.

     The  identified material weaknesses in the Company's internal controls over
financial reporting have resulted in insufficient controls relating to financial
statement  preparation  and  SEC  reporting,  inventory  accounting,  income tax
accounting,  accounts  payable  cut-off,  accrued  expenses  and  segregation of
duties.  In  addition,  the  Company  has  determined that the Company's control
environment  at  December  31,  2004  lacked  certain  controls  related  to the
prevention of improper accounting entries. These material weaknesses resulted in
restatements being recorded in the Company's financial statements for the fiscal
years  ended  December  31,  2004,  2003  and 2002. The Company's management has
discussed  the  material  weaknesses  with  its  independent  registered  public
accounting  firm,  BKD,  LLP,  and  the  Company's  Board of Directors, and more
recently  the  Audit  Committee  of  the  Board  of Directors. BKD, LLP issued a
"material  weakness"  letter  in  connection  with  its  audit  of the Company's
financial  statements  for  the  fiscal  year  ended  December  31,  2005.

DISCLOSURE  CONTROLS  AND  PROCEDURES

     The  Company maintains disclosure controls and procedures that are designed
to  ensure  that information required to be disclosed in the reports it files or
submits  under  the  Securities  Exchange  Act of 1934, as amended, is recorded,
processed,  summarized  and  reported,  within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to  our  management,  including  the Company's Chief Executive Officer and Chief
Financial  Officer,  as  appropriate,  to  allow  timely  decisions  regarding
disclosure.  The  Company's  management,  with  the  participation  of its Chief
Executive  Officer  and  Chief Financial Officer, has performed an evaluation of
the  Company's  disclosure controls and procedures as of March 31, 2006, the end
of  the  period  covered  by  this  Quarterly Report on Form 10-Q. Based on that
evaluation,  which  included  a  review  of  the  matters  discussed  above, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were not effective as of the end of
the  period  covered by this Quarterly Report on Form 10-Q, but they are working
diligently  to  improve  them.

                                       16
<PAGE>

CHANGES  IN  INTERNAL  CONTROLS

     There  were  no  changes to the Company's internal controls made during the
first  quarter  of  2006.  The  Company's  management  believes,  however,  that
substantial  remediation measures are required in order to improve the Company's
internal  controls. The Company believes that the material weaknesses identified
above  resulted  in  part  from  inadequate  staffing  and  training  within the
Company's  finance  and  accounting  group,  and  the  Company believes that the
process  of  preparing this Quarterly Report on Form 10-Q and the related review
of  the  Company's financial statements for the periods ended March 31, 2006 and
April  1,  2005  has  resulted  in  a significant improvement in the finance and
accounting  staff's  familiarity  with the accounting and financial treatment of
the  issues  identified  above.  Although the Company believes that progress has
been  made  in  addressing  the  material  weaknesses  in  its internal controls
discussed above, the Company's management intends to continue to work to improve
its  internal  controls.

                                       17
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

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


ITEM 6. EXHIBITS.

     (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.


                                       18
<PAGE>
                                   SIGNATURES

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

                                   The GSI Group, Inc.

                                   By:/s/ John Henderson
                                      ------------------
                                         Chief Financial Officer


                               DATE:  MAY 15, 2006


                                       19
<PAGE>
EXHIBIT 31.1

                                 CERTIFICATIONS

I,  Richard  Christman,  certify  that:

1.  I  have  reviewed this Quarterly Report on Form 10-Q of The GSI Group, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  May  15,  2006


/s/Richard Christman
--------------------
Chief Executive Officer

                                       20
<PAGE>

EXHIBIT 31.2

                                 CERTIFICATIONS

I,  John  Henderson,  certify  that:

1.  I  have  reviewed this Quarterly Report on Form 10-Q of The GSI Group, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  May  15,  2006


/s/ John Henderson
------------------
Chief Financial Officer

                                       21
<PAGE>

EXHIBIT 32.1

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


     In  connection  with  the accompanying Quarterly Report on Form 10-Q of The
GSI  Group,  Inc., a Delaware corporation (the "Company"), for the quarter ended
March 31, 2006, as filed with the Securities and Exchange Commission on the date
hereof  (the  "Report"),  and  pursuant  to  18  U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Richard Christman, as
Chief  Executive  Officer of the Company, and John Henderson, as Chief Financial
Officer  of  the  Company,  hereby  certify  that:

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

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

Dated: May 15, 2006

     /s/RICHARD CHRISTMAN
     --------------------
     Richard Christman
Chief Executive Officer


/s/ JOHN HENDERSON
------------------
John Henderson
Chief Financial Officer





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

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

                                       22
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>



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


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

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

   31.1  Certification of Chief Executive Officer.

   31.2  Certification of Chief Financial Officer.

   32.1  Section 906 Certification.


</TABLE>



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


                                       23
<PAGE>