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


                                    FORM 10-Q




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

                  For the Quarterly Period Ended June 27, 2003

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



                        Commission File Number 333-43089




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


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

             1004 E. ILLINOIS STREET, ASSUMPTION, ILLINOIS     62510
             (Address of principal executive offices)     (Zip Code)



     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]  No  [  ]

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

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common stock, as of the latest practicable date.  Common stock, par
value  $0.01  per  share,  1,775,000  shares  outstanding  as of August 6, 2003.

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                                        1
<PAGE>




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

     Item 2.     Management's Discussion and Analysis of Financial
                 Condition and Results  of  Operations                      17
     Item 3.     Quantitative and Qualitative Disclosure About Market Risk  20
     Item 4.     Controls and Procedures                                    20

PART  II  -  OTHER  INFORMATION
     Item 1.     Legal Proceedings                                          21
     Item 2.     Changes in Securities and Use of Proceeds                   *
     Item 3.     Defaults Upon Senior Securities                             *
     Item 4.     Submission of Matters to a Vote of Security Holders         *
     Item 5.     Other Information                                           *
     Item 6.     Exhibits and Reports on Form 8-K                           21




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

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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

                                                                          (UNAUDITED)
                                                                            JUNE 27,    DECEMBER 31,
ASSETS                                                                        2003          2002
-------------------------------------------------------------------------  ----------  --------------
<S>                                                                        <C>         <C>
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $   2,023   $       2,936
  Accounts receivable, net. . . . . . . . . . . . . . . . . . . . . . . .     31,708          23,274
  Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . . . .     67,708          63,893
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6,120           7,366
                                                                           ----------  --------------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . .    107,559          97,469
                                                                           ----------  --------------
Property, Plant and Equipment, net. . . . . . . . . . . . . . . . . . . .     36,666          38,705
                                                                           ----------  --------------
Other Assets:
  Goodwill and other intangible assets, net . . . . . . . . . . . . . . .     12,728          12,975
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,166           2,858
                                                                           ----------  --------------
      Total other assets. . . . . . . . . . . . . . . . . . . . . . . . .     14,894          15,833
                                                                           ----------  --------------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 159,119   $     152,007
                                                                           ==========  ==============

LIABILITIES AND  STOCKHOLDERS' DEFICIT
-------------------------------------------------------------------------
Current Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  18,402   $      11,063
  Other accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .      7,440           8,472
  Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .      5,492           7,159
  Current maturities of long-term debt. . . . . . . . . . . . . . . . . .      3,496           3,404
                                                                           ----------  --------------
      Total current liabilities . . . . . . . . . . . . . . . . . . . . .     34,830          30,098
                                                                           ----------  --------------
Long-Term Debt, less current maturities . . . . . . . . . . . . . . . . .    143,959         139,735
                                                                           ----------  --------------
Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .        229             474
                                                                           ----------  --------------
Commitments and Contingencies
Stockholders' Deficit:
  Common stock, $.01 par value, voting (authorized 6,900,000 shares;
    issued 6,633,652 shares; outstanding 1,575,000 shares). . . . . . . .         16              16
  Common stock, $.01 par value, nonvoting (authorized 1,100,000 shares;
    issued 1,059,316 shares; outstanding 200,000 shares). . . . . . . . .          2               2
  Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,006           3,006
  Accumulated other comprehensive loss (cumulative currency  translation
   adjustment). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (11,996)        (14,336)
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .     16,032          19,971
  Treasury stock, at cost, voting (5,058,652 shares). . . . . . . . . . .    (26,950)        (26,950)
  Treasury stock, at cost, nonvoting (859,316 shares) . . . . . . . . . .         (9)             (9)
                                                                           ----------  --------------
      Total stockholders' deficit . . . . . . . . . . . . . . . . . . . .    (19,899)        (18,300)
                                                                           ----------  --------------
      Total liabilities and stockholders' deficit . . . . . . . . . . . .  $ 159,119   $     152,007
                                                                           ==========  ==============
</TABLE>


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

                                        3
<PAGE>
<TABLE>
<CAPTION>

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


                                              THREE FISCAL MONTHS ENDED     SIX FISCAL MONTHS ENDED
                                              -------------------------     -----------------------
                                                JUNE 27,     JUNE 28,     JUNE 27,     JUNE 28,
                                                  2003         2002         2003         2002
                                               -----------  -----------  -----------  -----------
<S>                                            <C>          <C>          <C>          <C>
Sales                                          $   65,653   $   65,901   $  109,963   $  118,829

Cost of sales                                      52,632       51,043       87,762       92,293
                                               -----------  -----------  -----------  -----------

    Gross profit. . . . . . . . . . . . . . .      13,021       14,858       22,201       26,536

Selling, general and administrative expenses.       8,955        9,110       17,550       17,922
Amortization expense. . . . . . . . . . . . .         312          311          623          623
                                               -----------  -----------  -----------  -----------
  Total operating expenses. . . . . . . . . .       9,267        9,421       18,173       18,545
                                               -----------  -----------  -----------  -----------

Operating income. . . . . . . . . . . . . . .       3,754        5,437        4,028        7,991

Other expense:
  Interest expense. . . . . . . . . . . . . .      (3,161)      (3,330)      (6,175)      (6,484)
  Other, net. . . . . . . . . . . . . . . . .        (812)        (376)        (645)        (702)
                                               -----------  -----------  -----------  -----------

    Income (loss) before income tax expense .        (219)       1,731       (2,792)         805
                                               -----------  -----------  -----------  -----------

Income tax expense. . . . . . . . . . . . . .          51          126          188          135
                                               -----------  -----------  -----------  -----------

    Net income (loss) . . . . . . . . . . . .  $     (270)  $    1,605   $   (2,980)  $      670
                                               -----------  -----------  -----------  -----------


Basic and diluted income (loss) per share . .  $    (0.15)  $     0.90   $    (1.68)  $     0.38
                                               -----------  -----------  -----------  -----------

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)


                                                                             SIX FISCAL MONTHS ENDED
                                                                             -------------------------
                                                                                 JUNE 27,            JUNE 28,
                                                                                   2003                2002
                                                                              -------------------  ----------
<S>                                                                  <C>                        <C>
Cash Flows From Operating Activities:
  Depreciation and amortization expense . . . . . . . . . . . . . .                     3,323       3,694
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                    (9,181)    (12,525)
                                                                     -------------------------  ----------
          Net cash flows used by operating activities . . . . . . .                    (5,858)     (8,831)
                                                                     -------------------------  ----------


Cash Flows From Investing Activities:
  Capital expenditures. . . . . . . . . . . . . . . . . . . . . . .                      (961)     (3,707)
  Proceeds from sale of fixed assets. . . . . . . . . . . . . . . .                       683       1,253
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                       503         152
                                                                     -------------------------  ----------
          Net cash flows provided by (used in) investing activities                       225      (2,302)
                                                                     -------------------------  ----------

Cash Flows From Financing Activities:
    Proceeds from shareholder loan. . . . . . . . . . . . . . . . .                     1,141         418
    Payments on shareholder loan. . . . . . . . . . . . . . . . . .                      (936)       (291)
  Payments on long-term debt. . . . . . . . . . . . . . . . . . . .                    (1,375)     (3,127)
  Net borrowings under line of credit agreement . . . . . . . . . .                     5,403      16,900
    Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .                      (959)     (1,909)
  Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     1,304        (915)
                                                                     -------------------------  ----------
          Net cash flows provided by financing activities . . . . .                     4,578      11,076
                                                                     -------------------------  ----------

Effect of Exchange Rate Changes on Cash . . . . . . . . . . . . . .                       142        (221)

Decrease In Cash and Cash Equivalents . . . . . . . . . . . . . . .  $                   (913)  $    (278)
Cash and Cash Equivalents, beginning of period. . . . . . . . . . .                     2,936       2,828
                                                                     -------------------------  ----------
Cash and Cash Equivalents, end of period. . . . . . . . . . . . . .  $                  2,023   $   2,550
                                                                     =========================  ==========
</TABLE>


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


                                        5
<PAGE>
                      THE GSI GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          The  financial  statements  have  been prepared by The GSI Group, Inc.
(the  "Company"),  without  audit,  pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been condensed or omitted pursuant to such rules and regulations, although
the  Company  believes that the disclosures are adequate to make the information
not  misleading.  These  financial statements should be read in conjunction with
the  financial  statements and related notes contained in the Company's December
31,  2002 Form 10-K as filed with the Securities and Exchange Commission.  Other
than  as  indicated herein, there have been no significant changes from the data
presented  in  said  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 June 27, 2003 and the results of operations for the six months ended June 27,
2003  and cash flows for the six months ended June 27, 2003.  Certain prior year
amounts  have  been  reclassified  to  be  consistent  with  the  current  year
presentation.

     The  results of operations for the six-month period ended June 27, 2003 are
not  necessarily  indicative  of  the  operating  results  for  the  full  year.


2.     COMPREHENSIVE  LOSS

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


                                              June 27,    June 28,
                                                2003        2002
                                             ----------  ----------
<S>                                          <C>         <C>
Net income (loss) . . . . . . . . . . . . .  $  (2,980)  $     670
Cumulative currency translation adjustment.      2,340      (2,136)
  Comprehensive loss. . . . . . . . . . . .  $    (640)  $  (1,466)
                                             ==========  ==========
</TABLE>



3.     NEW  ACCOUNTING  PRONOUNCEMENTS

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

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

     In  January  2003,  the  Financial  Accounting  Standards Board issued FASB
Interpretation  No.  46,  "Consolidation  of  Variable Interest Entities."  This
interpretation clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated  Financial  Statements,"  to  certain  entities  in  which  equity
investors do not have the characteristics of a controlling financial interest or
do  not  have sufficient equity at risk for the entity to finance its activities
without  additional  subordinated  financial  support  from  other parties.  The
Company  has  determined  FASB  Interpretation No. 46 will have no impact on the
Company's  financial  condition  and  results  of  operation.
                                        6
<PAGE>
     In April 2003, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 149 (SFAS 149), "Amendment of Statement 133
on  Derivative Instruments and Hedging Activities."  SFAS 149 amends SFAS 133 to
provide  clarification  on the financial accounting and reporting for derivative
instruments and hedging activities and requires similar accounting treatment for
contracts with comparable characteristics.  The Company has determined that SFAS
149  has  no  impact  on  the  Company's  financial  condition  and  results  of
operations.

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

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


                    JUNE 27,   DECEMBER 31,
                      2003         2002
                    ---------  -------------
(IN THOUSANDS)
<S>                 <C>        <C>
Inventories
  Raw materials. .  $  16,408  $      16,834
  Work-in-process.     24,700         19,236
  Finished goods .     26,600         27,823
                    ---------  -------------
       Total . . .  $  67,708  $      63,893
                    =========  =============
</TABLE>



5.   SUPPLEMENTAL  CASH  FLOW  INFORMATION

     The  Company  paid  approximately $6.0 million and $5.9 million in interest
during  the six months ended June 27, 2003 and June 28, 2002, respectively.  The
Company  paid  no  income  taxes  during  the first six months of 2003 and 2002.


6.     LONG-TERM  DEBT

     The  indenture  governing  the Company's senior subordinated notes contains
certain  restrictive  covenants.  The more significant of the covenants restrict
the  ability of the Company to dispose of assets, incur additional indebtedness,
pay  dividends  or make distributions and other payments affecting subsidiaries.
The  Company was in compliance with the covenants under the indenture as of June
27,  2003.

          On  April  30, 2003, LaSalle Bank National Association and the Company
amended  the  existing  credit  facility  (the "Credit Facility") to provide for
revolving  loans  up to a maximum of $47.0 million (limited based on a borrowing
base  which  includes  accounts receivable and inventory), as well as changes in
certain  covenants.  The  Credit  Facility  requires  the  Company  to  maintain
quarterly EBITDA and fixed charge coverage ratio covenants, as well as an annual
senior  debt  to  EBITDA ratio, tangible net worth and certain levels of capital
expenditures.  The Company was in compliance with all covenants under the Credit
Facility  as  of June 27, 2003.  In addition, the Credit Facility provides for a
$5.0  million borrowing base over-advance from May 1, 2003 through and including
September 30, 2003.  The Credit Facility expires on July 25, 2004.  Availability
under  the  Credit  Facility  as  of  June  27,  2003  was  $6.0  million.
                                        7
<PAGE>


7.     COMMITMENTS  AND  CONTINGENCIES

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

     The  Company  has  a  contract  with the 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.

     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 June 27, 2003.
Certain  lease  agreements  are  collateralized  by  a  letter of credit of $1.5
million  that  expires  on  October  15,  2003.



8.   BUSINESS  SEGMENT

     The  Company  has  no  separately  reportable  segments  in accordance with
Statement  of  Financial Accounting Standard ("SFAS") No. 131, "Disclosure About
Segments  of  an Enterprise and Related Information."  Under the enterprise wide
disclosure  requirements  of SFAS 131, the Company reports sales by each product
line.  Amounts for the first quarters of 2003 and 2002 are as shown in the table
below  (in  thousands).
<TABLE>
<CAPTION>


                      JUNE 27,   JUNE 28,
                        2003       2002
                      ---------  ---------
<S>                   <C>        <C>
Grain product line .  $  66,285  $  65,288
Swine product line .     19,045     26,076
Poultry product line     24,633     27,465
                      ---------  ---------
     Sales . . . . .  $ 109,963  $ 118,829
                      =========  =========
</TABLE>


     For  the  first  six  months  of  2003  and 2002, sales in Brazil were $7.3
million  and $10.5 million, respectively.  Long-lived assets in Brazil were $2.4
million  at  June  27,  2003.


9.     GUARANTOR  SUBSIDIARIES

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

     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
                                                 JUNE 27, 2003
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $    166   $       1,857   $          --   $       2,023
   Accounts receivable, net. . . . . . . . . . . . .    27,894           8,179          (4,365)         31,708
   Inventories, net. . . . . . . . . . . . . . . . .    54,887          12,821              --          67,708
   Other current assets. . . . . . . . . . . . . . .     4,425           1,695              --           6,120
                                                      ---------  --------------  --------------  --------------

Total current assets . . . . . . . . . . . . . . . .    87,372          24,552          (4,365)        107,559

Property, plant and equipment, net . . . . . . . . .    29,406           7,260              --          36,666
Goodwill and other intangible assets, net. . . . . .     2,903           9,825              --          12,728
Investment in and advances to/from subsidiaries. . .    42,844          (3,150)        (39,694)             --
Other long-term assets . . . . . . . . . . . . . . .     2,158               8              --           2,166
                                                      ---------  --------------  --------------  --------------

Total assets . . . . . . . . . . . . . . . . . . . .  $164,683   $      38,495   $     (44,059)  $     159,119
                                                      =========  ==============  ==============  ==============
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Current liabilities:
   Current portion of long-term debt . . . . . . . .  $  3,496   $          --   $          --   $       3,496
   Accounts payable. . . . . . . . . . . . . . . . .    14,812           7,955          (4,365)         18,402
   Accrued liabilities . . . . . . . . . . . . . . .    10,990           1,942              --          12,932
                                                      ---------  --------------  --------------  --------------

Total current liabilities. . . . . . . . . . . . . .    29,298           9,897          (4,365)         34,830

Long-term debt . . . . . . . . . . . . . . . . . . .   143,288           9,560          (8,889)        143,959
Other long-term liabilities. . . . . . . . . . . . .        --             229              --             229
                                                      ---------  --------------  --------------  --------------

Total liabilities. . . . . . . . . . . . . . . . . .   172,586          19,686         (13,254)        179,018

Stockholders' equity (deficit):
   Common stock. . . . . . . . . . . . . . . . . . .        18          23,022         (23,022)             18
   Additional paid-in capital. . . . . . . . . . . .     3,006             505            (505)          3,006
   Accumulated other comprehensive loss. . . . . . .        --         (11,996)             --         (11,996)
   Retained earnings . . . . . . . . . . . . . . . .    16,032           7,278          (7,278)         16,032
   Treasury stock, at cost . . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

Total stockholders' equity (deficit) . . . . . . . .    (7,903)         18,809         (30,805)        (19,899)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $164,683   $      38,495   $     (44,059)  $     159,119
                                                      =========  ==============  ==============  ==============
</TABLE>




                                        9
<PAGE>

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


                               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                                                 JUNE 28, 2002
                                                 (IN THOUSANDS)


                                                       Parent      Guarantor
                                                       Company    Subsidiaries    Eliminations    Consolidated
                                                      ---------  --------------  --------------  --------------
<S>                                                   <C>        <C>             <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents . . . . . . . . . . . .  $    100   $       2,450   $          --   $       2,550
   Accounts receivable, net. . . . . . . . . . . . .    38,178           9,859          (7,409)         40,628
   Inventories, net. . . . . . . . . . . . . . . . .    55,070          18,421            (201)         73,290
   Other current assets. . . . . . . . . . . . . . .     5,415           1,935              --           7,350
                                                      ---------  --------------  --------------  --------------

Total current assets . . . . . . . . . . . . . . . .    98,763          32,665          (7,610)        123,818

Property, plant and equipment, net . . . . . . . . .    33,657           6,985              --          40,642
Goodwill and other intangible assets, net. . . . . .     2,980          11,015              --          13,995
Investment in and advances to/from subsidiaries. . .    45,437          (6,005)        (39,432)             --
Other long-term assets . . . . . . . . . . . . . . .     2,820              67              --           2,887
                                                      ---------  --------------  --------------  --------------

Total assets . . . . . . . . . . . . . . . . . . . .  $183,657   $      44,727   $     (47,042)  $     181,342
                                                      =========  ==============  ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Current liabilities:
   Current portion of long-term debt . . . . . . . .  $  2,761   $          24   $          --   $       2,785
   Accounts payable. . . . . . . . . . . . . . . . .    23,698          10,261          (7,409)         26,550
   Accrued liabilities . . . . . . . . . . . . . . .    16,667           2,350             (11)         19,006
                                                      ---------  --------------  --------------  --------------

Total current liabilities. . . . . . . . . . . . . .    43,126          12,635          (7,420)         48,341

Long-term debt . . . . . . . . . . . . . . . . . . .   146,329          12,386          (8,599)        150,116
Other long-term liabilities. . . . . . . . . . . . .      (174)          1,035              --             861
                                                      ---------  --------------  --------------  --------------

Total liabilities. . . . . . . . . . . . . . . . . .   189,281          26,056         (16,019)        199,318

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. . . . . . .        --         (12,352)             --         (12,352)
   Retained earnings (deficit) . . . . . . . . . . .    18,311           7,179          (7,179)         18,311
   Treasury stock, at cost . . . . . . . . . . . . .   (26,959)             --              --         (26,959)
                                                      ---------  --------------  --------------  --------------

Total stockholders' equity (deficit) . . . . . . . .    (5,624)         18,671         (31,023)        (17,976)
                                                      ---------  --------------  --------------  --------------

Total liabilities and stockholders' equity (deficit)  $183,657   $      44,727   $     (47,042)  $     181,342
                                                      =========  ==============  ==============  ==============
</TABLE>



                                       10
<PAGE>

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

                       SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                 THREE FISCAL MONTHS ENDED JUNE 27, 2003
                                              (IN THOUSANDS)


                                                 Parent      Guarantor
                                                 Company    Subsidiaries    Eliminations    Consolidated
                                                ---------  --------------  --------------  --------------
<S>                                             <C>        <C>             <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . .  $ 56,375   $      11,169   $      (1,891)  $      65,653
Cost of sales. . . . . . . . . . . . . . . . .    45,466           9,010          (1,844)         52,632
                                                ---------  --------------  --------------  --------------

Gross profit . . . . . . . . . . . . . . . . .    10,909           2,159             (47)         13,021

Selling, general and administrative expenses .     6,347           2,920              --           9,267
                                                ---------  --------------  --------------  --------------

Operating income (loss). . . . . . . . . . . .     4,562            (761)            (47)          3,754

Interest expense . . . . . . . . . . . . . . .    (3,148)            (13)             --          (3,161)
Other expense. . . . . . . . . . . . . . . . .      (309)           (503)             --            (812)
                                                ---------  --------------  --------------  --------------

(Loss) income before income taxes. . . . . . .     1,105          (1,277)            (47)           (219)
Provision for income taxes . . . . . . . . . .         3              48              --              51
                                                ---------  --------------  --------------  --------------
(Loss) income before equity in income of
Consolidated subsidiaries. . . . . . . . . . .     1,102          (1,325)            (47)           (270)
Equity in income of consolidated subsidiaries.    (1,325)             --           1,325              --
                                                ---------  --------------  --------------  --------------

Net loss . . . . . . . . . . . . . . . . . . .  $   (223)  $      (1,325)  $       1,278   $        (270)
                                                =========  ==============  ==============  ==============
</TABLE>




                                       11
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                 THREE FISCAL MONTHS ENDED JUNE 28, 2002
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $ 61,329   $      13,193   $      (8,621)  $      65,901
Cost of sales . . . . . . . . . . . . . . . .    50,702           9,395          (9,054)         51,043
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    10,627           3,798             433          14,858

Selling, general and administrative expenses.     6,419           3,002              --           9,421
                                               ---------  --------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .     4,208             796             433           5,437

Interest expense. . . . . . . . . . . . . . .    (3,312)            (18)             --          (3,330)
Other expense . . . . . . . . . . . . . . . .      (104)           (272)             --            (376)
                                               ---------  --------------  --------------  --------------

Income before income taxes. . . . . . . . . .       792             506             433           1,731
Provision for income taxes. . . . . . . . . .       (23)            149              --             126
                                               ---------  --------------  --------------  --------------
Income before equity in income of
Consolidated subsidiaries . . . . . . . . . .       815             357             433           1,605
Equity in income of consolidated subsidiaries       357              --            (357)             --
                                               ---------  --------------  --------------  --------------

Net income. . . . . . . . . . . . . . . . . .  $  1,172   $         357   $          76   $       1,605
                                               =========  ==============  ==============  ==============
</TABLE>




                                       12
<PAGE>

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

                       SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                  SIX FISCAL MONTHS ENDED JUNE 27, 2003
                                              (IN THOUSANDS)


                                                 Parent      Guarantor
                                                 Company    Subsidiaries    Eliminations    Consolidated
                                                ---------  --------------  --------------  --------------
<S>                                             <C>        <C>             <C>             <C>
Sales. . . . . . . . . . . . . . . . . . . . .  $ 95,549   $      20,376   $      (5,962)  $     109,963
Cost of sales. . . . . . . . . . . . . . . . .    77,801          15,828          (5,867)         87,762
                                                ---------  --------------  --------------  --------------

Gross profit . . . . . . . . . . . . . . . . .    17,748           4,548             (95)         22,201

Selling, general and administrative expenses .    12,283           5,890              --          18,173
                                                ---------  --------------  --------------  --------------

Operating income (loss). . . . . . . . . . . .     5,465          (1,342)            (95)          4,028

Interest expense . . . . . . . . . . . . . . .    (6,153)            (22)             --          (6,175)
Other expense. . . . . . . . . . . . . . . . .      (471)           (174)             --            (645)
                                                ---------  --------------  --------------  --------------

Loss before income taxes . . . . . . . . . . .    (1,159)         (1,538)            (95)         (2,792)
Provision for income taxes . . . . . . . . . .         3             185              --             188
                                                ---------  --------------  --------------  --------------
Loss before equity in income of
Consolidated subsidiaries. . . . . . . . . . .    (1,162)         (1,723)            (95)         (2,980)
Equity in income of consolidated subsidiaries.    (1,723)             --           1,723              --
                                                ---------  --------------  --------------  --------------

Net loss . . . . . . . . . . . . . . . . . . .  $ (2,885)  $      (1,723)  $       1,628   $      (2,980)
                                                =========  ==============  ==============  ==============
</TABLE>




                                       13
<PAGE>

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

                      SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                                  SIX FISCAL MONTHS ENDED JUNE 28, 2002
                                             (IN THOUSANDS)


                                                Parent      Guarantor
                                                Company    Subsidiaries    Eliminations    Consolidated
                                               ---------  --------------  --------------  --------------
<S>                                            <C>        <C>             <C>             <C>
Sales . . . . . . . . . . . . . . . . . . . .  $108,443   $      25,367   $     (14,981)  $     118,829
Cost of sales . . . . . . . . . . . . . . . .    89,021          18,383         (15,111)         92,293
                                               ---------  --------------  --------------  --------------

Gross profit. . . . . . . . . . . . . . . . .    19,422           6,984             130          26,536

Selling, general and administrative expenses.    12,812           5,733              --          18,545
                                               ---------  --------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .     6,610           1,251             130           7,991

Interest expense. . . . . . . . . . . . . . .    (6,450)            (34)             --          (6,484)
Other expense . . . . . . . . . . . . . . . .      (244)           (458)             --            (702)
                                               ---------  --------------  --------------  --------------

(Loss) income before income taxes . . . . . .       (84)            759             130             805
Provision for income taxes. . . . . . . . . .       (17)            152              --             135
                                               ---------  --------------  --------------  --------------
(Loss) income before equity in income of
Consolidated subsidiaries . . . . . . . . . .       (67)            607             130             670
Equity in income of consolidated subsidiaries       607              --            (607)             --
                                               ---------  --------------  --------------  --------------

Net income. . . . . . . . . . . . . . . . . .  $    540   $         607   $        (477)  $         670
                                               =========  ==============  ==============  ==============
</TABLE>




                                       14
<PAGE>

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

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                         SIX FISCAL MONTHS ENDED JUNE 27, 2003
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows used in operating activities. . . . . . . . . . .  $ (5,732)  $        (126)  $          --  $      (5,858)
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets       174          (1,135)             --           (961)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,570            (384)             --          1,186
                                                              ---------  --------------  -------------  --------------

Net cash provided by (used in) investing activities. . . . .     1,744          (1,519)             --            225
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net borrowings (payments) on debt. . . . . . . . . . . . . .     5,258          (1,025)             --          4,233
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,309)          1,654              --            345
                                                              ---------  --------------  -------------  --------------

Net cash provided by financing activities. . . . . . . . . .     3,949             629              --          4,578
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --             142              --            142

Change in cash and cash equivalents. . . . . . . . . . . . .       (39)           (874)             --           (913)

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

Cash and cash equivalents, end of period . . . . . . . . . .  $    166   $       1,857              --  $       2,023
                                                              =========  ==============  =============  ==============
</TABLE>




                                       15
<PAGE>

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

                              SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                         SIX FISCAL MONTHS ENDED JUNE 28, 2002
                                                    (IN THOUSANDS)



                                                               Parent      Guarantor
                                                               Company    Subsidiaries   Eliminations    Consolidated
                                                              ---------  --------------  -------------  --------------
<S>                                                           <C>        <C>             <C>            <C>
Cash flows used in operating activities. . . . . . . . . . .  $ (8,355)  $        (476)  $          --  $      (8,831)
                                                              ---------  --------------  -------------  --------------

Cash flows from investing activities:
Capital expenditures and proceeds from sales of fixed assets    (3,428)           (279)             --         (3,707)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,385              20              --          1,405
                                                              ---------  --------------  -------------  --------------

Net cash used in investing activities. . . . . . . . . . . .    (2,043)           (259)             --         (2,302)
                                                              ---------  --------------  -------------  --------------

Cash flows from financing activities:
Net borrowings on debt . . . . . . . . . . . . . . . . . . .    10,763           3,137              --         13,900
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,747)         (1,077)             --         (2,824)
                                                              ---------  --------------  -------------  --------------

Net cash provided by financing activities. . . . . . . . . .     9,016           2,060              --         11,076
                                                              ---------  --------------  -------------  --------------

Effect of exchange rate changes on cash. . . . . . . . . . .        --            (221)             --           (221)

Change in cash and cash equivalents. . . . . . . . . . . . .    (1,382)          1,104              --           (278)

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

Cash and cash equivalents, end of period . . . . . . . . . .  $    100   $       2,450              --  $       2,550
                                                              =========  ==============  =============  ==============
</TABLE>




                                       16
<PAGE>

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

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

GENERAL

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

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

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

     The Company's international sales have historically comprised a significant
portion  of  net  sales. In the first six months of 2003 and 2002, the Company's
international  sales  accounted  for  26%  and  28%  of net sales, respectively.
International  operations  generally  are  subject to various risks that are not
present  in  domestic  operations,  including  restrictions  on  dividends,
restrictions  on  repatriation of funds, unexpected changes in tariffs and other
trade  barriers,  difficulties  in  staffing  and  managing  foreign operations,
political  instability,  fluctuations  in  currency  exchange  rates,  reduced
protection  for  intellectual  property  rights  in  some  countries,  seasonal
reductions in business activity and potentially adverse tax consequences, any of
which  could  adversely  impact  the  Company's  international  operations.

     The  primary  raw materials used by the Company to manufacture its products
are  steel and polymers.  Fluctuations in the prices and availability of vendors
for  steel  and,  to a lesser extent, polymer materials can impact the Company's
cost  of  sales.

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

RESULTS  OF  OPERATIONS

Three  Months  Ended  June 27, 2003 Compared to Three Months Ended June 28, 2002

     Sales decreased 0.4% or $0.2 million to $65.7 million in the second quarter
of  2003 compared to $65.9 million in the second quarter of 2002.  This decrease
was  driven  by  decreased  demand for the Company's swine and poultry products,
offset  by  increased  demand  for  the  Company's  grain  products.

     Gross  profit  decreased  to $13.0 million in the second quarter of 2003 or
19.8%  of sales from $14.9 million or 22.5% of sales in the same period of 2002.
The  decrease  in  gross  profit  was primarily the result of increased material
costs  the  Company  was  not  able  to  pass  along  to  its  customers.
                                       17
<PAGE>
     Operating expenses decreased 1.6% or $0.1 million to  $9.3  million  in the
second  quarter  of  2003  from  $9.4  million in the same period of 2002.  This
decrease was primarily the result of cost cutting measures.

     Operating  income  decreased 31.0% to $3.8 million in the second quarter of
2003  from  $5.4  million  in  the  second  quarter  of 2002.  This decrease was
attributable  to  the  decrease  in  gross  profit.

     Interest  expense  decreased  $0.1 million in the second quarter of 2003 as
compared  to  the  second  quarter  of  2002  due  to  lower  borrowing  costs.

     Net  loss  increased  $1.9 million to a loss of $0.3 million for the second
quarter  of  2003  from  a  gain  of  $1.6  million  in the same period of 2002.

Six  Months  Ended  June  27,  2003  Compared  to Six Months Ended June 28, 2002

     Sales  decreased  7.5%  or  $8.8 million to $110.0 million in the first six
months of 2003 compared to $118.8 million in the first six months of 2002.  This
decrease  was  driven  by  decreased  demand for the Company's swine and poultry
products,  offset  by  increased  demand  for  the  Company's  grain  products.

     Gross  profit decreased to $22.2 million in the first six months of 2003 or
20.2%  of sales from $26.5 million or 22.3% of sales in the same period of 2002.
This  decrease was a result of decreased sales.  The decrease in gross profit as
a  percent of sales was primarily the result of costs associated with re-tooling
facilities  to  a  cellular manufacturing approach and increased material costs.

     Operating  expenses decreased 2.0% or $0.3 million to  $18.2 million in the
First  six  months of  2003  from $18.5 million in the same period of 2002. This
decrease was primarily the result of cost cutting measures.

     Operating income decreased 49.6% to $4.0 million in the first six months of
2003  from  $8.0  million  in  the  first six months of 2002.  This decrease was
attributable  to  the  decrease  in  gross  profit.

     Interest  expense decreased $0.3 million in the first six months of 2003 as
compared  to  the  first  six  months  of  2002  due  to  lower borrowing costs.

     Net loss increased $3.7 million to a loss of $3.0 million for the first six
months  of  2003  from  a  gain  of  $0.7  million  in  the same period of 2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has historically funded capital expenditures, working capital
requirements,  debt  service,  stockholder  dividends and stock repurchases from
cash flow from its operations, augmented by borrowings made under various credit
agreements  and  the  sale  of  the  Company's  10  % senior subordinated notes.

     As  of  June 27, 2003, the Company had $72.7 million of working capital, an
increase  of  $5.4  million  from  working capital as of December 31, 2002.  The
increase  in  working  capital  was  primarily  due  to  increases  in  accounts
receivable  and  inventory  of  $12.2  million, partially offset by increases in
accounts  payable  of  $7.3  million.

     Operating activities used $5.8 million and $8.8 million in cash flow in the
first  six months of 2003 and 2002, respectively.  This $3.0 million increase in
cash  flow  was  primarily  the  result  of a decrease in inventory and accounts
receivable  of  $17.3  million,  partially  offset  by  an  increase in accounts
payable,  accrued  expenses, and net loss of $12.6 million compared to the first
six  months  of  2002.

     Investing  activities  provided  $0.2 million and used $2.3 million in cash
flow  in the first six months of 2003 and 2002, respectively.  The cash was used
primarily  for  machinery and equipment purchases.  The $2.5 million increase in
cash  provided  in  investing  activities was primarily a result of less capital
expenditure  in  2003  compared  to  2002.

     Financing  activities  provided $4.6 million and $11.1 million in cash flow
in  the  first six months of 2003 and 2002, respectively.  The cash was provided
from  borrowings  under  the  Credit  Facility.
                                       18
<PAGE>
     The  Company  believes  that  existing  cash, cash flow from operations and
available borrowings under the Credit Facility will be sufficient to support its
working  capital,  capital  expenditures  and  debt service requirements for the
foreseeable  future.

INFLATION

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

CRITICAL  ACCOUNTING  POLICIES

     There  are  no  material  changes to the critical accounting policies since
December  31,  2002.

FORWARD-LOOKING  STATEMENTS

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



                                       19
<PAGE>

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  subject to market risk associated with adverse changes in
interest  rates  and foreign currency exchange rates.  The Company does not hold
any  market  risk sensitive instruments for trading purposes.  At June 27, 2003,
principal exposed to interest rate risk was limited to $47.2 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.

     At  June  27,  2003,  approximately  15.5%  of  sales  were  derived  from
international  operations  with exposure to foreign currency exchange rate risk.
The  Company  mitigates  its  foreign currency exchange rate risk principally by
establishing  local  production  facilities  in  the  markets  it  serves and by
invoicing  customers  in  the  same currency as the source of the products.  The
Company  also  monitors  its  foreign  currency  exposure  in  each  country and
implements  strategies  to  respond  to  changing  economic  and  political
environments.  The  Company's  exposure  to  foreign currency exchange rate risk
relates primarily to the financial position and the results of operations of its
Brazilian  subsidiary.  The  Company's exposure to such exchange rate risk as it
relates  to  the Company's financial position and results of operations would be
adversely impacted by further devaluation of the Brazilian Real per U.S. dollar.
These  amounts  are  difficult to accurately estimate due to factors such as the
inherent  fluctuation  of inter-company account balances, balance sheet accounts
and  the  existing  economic  uncertainty  and future economic conditions in the
international  marketplace.


ITEM  4.  CONTROLS  AND  PROCEDURES

     Based  on an evaluation of the Company's disclosure controls and procedures
performed  by the Company's management within 90 days of the filing date of this
annual report, the Company's Chief Executive Officer and Chief Financial Officer
believe  that  the Company has appropriate disclosure controls and procedures to
ensure  that information required to be disclosed by the Company in its periodic
reports  is recorded, processed, summarized and reported within the time periods
specified  in  the  rules  and  forms  of  the  Securities  Exchange Commission.

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



                                       20
<PAGE>



                                     PART II
                                OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

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


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)  EXHIBITS:

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

(b)     REPORTS  ON  FORM  8-K:

          The  Company  did  not file any Current Reports on Form 8-K during its
fiscal  quarter  ended  June  27,  2003.


                                       21
<PAGE>
                                   SIGNATURES

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

                                   The  GSI  Group,  Inc.

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

                              DATE:  AUGUST 6, 2003


                                       22
<PAGE>

                                 CERTIFICATIONS


I,  Craig  Sloan,  certify  that:

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

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

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

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

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

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

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

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

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

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

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

Date:  August  6,  2003

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



                                       23
<PAGE>

I,  Russell  C.  Mello,  certify  that:

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

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

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

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

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

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

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

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

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

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

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

Date:  August  6,  2003

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



                                       24
<PAGE>
<TABLE>
<CAPTION>


                                                  INDEX TO EXHIBITS

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

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

 3.2*    By-Laws of The GSI Group, Inc, as amended.

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

99.1    Certification of Chief Executive Officer and Chief Financial Officer.

</TABLE>


____________

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

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


                                       25
<PAGE>