Exhibit 4.1


          SHARE OPTION PLAN FOR EMPLOYEES, OFFICERS AND DIRECTORS
           OF CGI GROUP INC., ITS SUBSIDIARIES AND ITS ASSOCIATES

1.   DEFINITIONS
     -----------

     For the purposes hereof and unless the context otherwise requires:

     1.1.   "ASSOCIATE" has the meaning ascribed to such term in the
            Securities Act (Ontario);

     1.2.   "BOARD" means the board of directors of the Company;

     1.3.   "COMMITTEE" means the Human Resources and Corporate Governance
            Committee of the Board;

     1.4.   "COMPANY" means CGI Group Inc.;

     1.5.   "DIRECTOR" means a director of the Board of Directors of the
            Company, of any of its Subsidiaries or of any of its
            Associates;

     1.6.   "EMPLOYEE" means any full-time employee of the Company, of any
            of its Subsidiaries or of any of its Associates;

     1.7.   "OFFICER" means any officer of the Company, of any of its
            Subsidiaries or of any of its Associates;

     1.8.   "OPTION" an option to purchase Shares granted under the Plan;

     1.9.   "OPTION PERIOD" has the meaning ascribed to such expression in
            Section 6.1 hereof;

     1.10.  "OPTIONEE" means an Employee, an Officer or a Director to whom
            an Option has been granted under the Plan;

     1.11.  "OUTSTANDING ISSUE" means the aggregate number of Shares and
            Class B shares (multiple voting) outstanding;

     1.12.  "PLAN" means this Share Option Plan for Employees, Officers and
            Directors of the Company, its Subsidiaries and its Associates;

     1.13.  "SHARES" means the Class A Subordinate Shares of the Company
            which may be purchased upon the exercise of an Option;

     1.14.  "SUBSIDIARY" means any corporation controlled, directly or
            indirectly, by the Company.

2.   PURPOSE OF THE PLAN
     -------------------

     The Plan has been established to allow certain Employees, Directors
     and Officers to purchase Shares directly from the Company.

3.   ADMINISTRATION
     --------------

     The Plan shall be administered by the Committee. The Committee shall
     have full power and authority to designate the Employees, Directors
     and Officers who are to receive Options under the Plan, the number and
     subscription price of such Options, the Option Period and the vesting
     period, as the case may be, and otherwise to interpret and construe
     the terms and conditions of each Option granted under the Plan. Any
     determination by the Committee shall be final and conclusive. The
     Committee shall have the right to vary the terms upon which Options
     are granted to particular Optionees, subject to the rules of the
     Toronto Stock Exchange. The day-to-day administration of the Plan may
     be delegated to such officers of the Company as the Committee in its
     sole discretion shall determine.

4.   SHARES SUBJECT TO THE PLAN
     --------------------------

     The number of Shares issuable upon the exercise of Options shall not
     exceed 28,328,020 Shares, subject to adjustments made pursuant to
     section 11 and to the following. Any Shares covered by Options which
     have expired without having been exercised shall be available for any
     subsequent Option under the Plan.

5.   GRANT OF OPTIONS
     ----------------

     The Committee shall from time to time designate Employees, Directors
     and Officers to whom Options shall be granted and determine the number
     of Shares covered by each Option and the vesting period. Each Option
     granted shall be confirmed by a letter of the Secretary of the Company
     sent to the Optionee indicating the number of Shares covered by such
     Option, the subscription price, the Option Period and the vesting
     period, as the case may be. More than one Option may be granted to the
     same Optionee, provided that such Optionee does not hold Options
     covering more than 5% of the outstanding Shares. The aggregate number
     of Shares issuable upon the exercise of Options granted to all
     insiders (as defined in the Securities Act (Quebec)) of the Company
     under the Plan shall not exceed the majority of the Shares reserved
     under the Plan.

6.   OPTION PERIOD
     -------------

     6.1.   Once an Option has vested, it may be exercised during a period
            (the "Option Period") determined by the Committee which shall
            not commence prior to the date of the grant of the Option and
            which shall terminate on or before the tenth anniversary of
            such date, except that:

            6.1.1.  if the employment of an Optionee (other than a
                    Director) is terminated by the Company, one of its
                    Subsidiaries or one of its Associates, the Optionee
                    shall be entitled to exercise his/her vested Options
                    then outstanding, as the case may be, (i) within 90
                    days of the date of termination of employment, for
                    options granted prior to September 18, 2001 or (ii) as
                    confirmed in his/her settlement agreement and subject
                    to the Committee approval, for options granted on or
                    after September 18, 2001;

            6.1.2.  if an Optionee (other than a Director) resigns, the
                    Optionee shall be entitled to exercise his/her vested
                    Options then outstanding, as the case may be (i) within
                    90 days of the date of termination of employment, for
                    options granted prior to September 18, 2001, or (ii)
                    within 90 days of the date of the last working day, for
                    options granted on or after September 18, 2001;

            6.1.3.  if an Optionee (other than a Director) dies, the legal
                    representatives of the Optionee shall be entitled to
                    exercise the vested Options then outstanding within 180
                    days of his/her death;

            6.1.4.  if an Optionee (other than a Director) retires, he/she
                    shall be entitled to exercise his/her vested Options
                    then outstanding within 90 days of the date of
                    retirement;

            6.1.5.  in the case of an Optionee who is a Director, if such
                    Optionee ceases to be a Director for any reason
                    whatsoever, such Optionee (or his/her legal
                    representative) shall be entitled to exercise his/her
                    vested Options then outstanding within 90 days of the
                    date he/she ceases to be a Director.

     6.2.   The Committee shall have entire discretion to modify the
            periods referred to in Subsections 6.1.1 to 6.1.5, subject to
            (i) as the case may be, a maximum period of three years for any
            Employee or Officer and of one year for any Director and (ii)
            the Option Period terminating on or before the tenth
            anniversary of the date of the grant of the Option. The
            Committee shall also have entire discretion to accelerate the
            vesting of any unvested portion of an Option.

     6.3.   All rights under an Option not exercised at the expiry of the
            Option Period or with respect to which the Option Period has
            not commenced prior to the death shall lapse.

7.   EXERCISE OF OPTION
     ------------------

     7.1.   An Option may be exercised in whole at any time or in part from
            time to time during the Option Period.

     7.2.   An Option may be exercised by delivery of a written notice by
            the Optionee to the Secretary of the Company specifying the
            number of Shares with respect to which the Option is being
            exercised and indicating the address to which the certificate
            representing such Shares must be delivered. Such notice shall
            be accompanied by a certified cheque in the amount of the
            subscription price payable to the order of the Company. The
            Company shall cause a certificate of the number of Shares
            indicated in the notice to be issued in the name of the
            Optionee and delivered to the address indicated in the notice
            no later than 10 business days following receipt of the notice
            and cheque.

8.   SUBSCRIPTION PRICE
     ------------------

     The price at which Shares may be purchased under the Plan shall be
     determined by the Committee on the date an Option is granted, provided
     however that such price may not be less than the market price of the
     shares being the closing sale price of the Shares on the Toronto Stock
     Exchange on the trading day immediately preceding the date of grant.

9.   OPTION UNASSIGNABLE
     -------------------

     The Optionee may not assign, pledge or encumber any Option nor any
     interest therein other than by will or under the law of succession.

10.  NON-SHAREHOLDER
     ---------------

     An Optionee shall not have any rights as a shareholder of the Company
     with respect to any of the Shares covered by his/her Option until the
     Optionee has become the registered holder of such Shares.

11.  EFFECT OF ANY AMENDMENT TO THE SHARE CAPITAL
     --------------------------------------------

     In the event of any change in the number of outstanding Shares of the
     Company following any share dividend, subdivision, reorganization,
     merger, consolidation, combination or exchange of shares or any other
     similar corporate change, the Board shall make an equitable adjustment
     to the maximum number or the class of shares issuable under the Plan
     or covered by outstanding Options and to be subscription price for
     such shares; such adjustment shall be final and binding for the
     purposes of the Plan.

12.  AMENDMENT AND TERMINATION
     -------------------------

     The Board may at any time and from time to time amend, suspend or
     terminate the Plan, in whole or in part, subject to the prior approval
     of the Toronto Stock Exchange.

     No such amendment, suspension or termination may, without the consent
     of the Optionees to whom Options have been previously granted,
     adversely affect the rights of such Optionees.

REVISED ON JANUARY 25, 2000,
NOVEMBER 7, 2000, APRIL 23, 2001,
AUGUST 20, 2001 AND SEPTEMBER 18, 2001