4


NY:  482619-6
NY:  482619-6

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549


                                    Form 8-K


                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                  July 7, 2005
                                  ------------
               (Date of Report - Date of earliest event reported)




                               THE GSI GROUP, INC.
                               -------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
                                    --------
                 (State or Other Jurisdiction of Incorporation)


                            333-43089          37-0856587
                            ---------          ----------
         (Commission File Number)          (IRS Employer Identification No.)



                             1004 E. ILLINOIS STREET
                       ASSUMPTION, ILLINOIS          62510
                       --------------------          -----
          (Address of Principal Executive Offices)          (Zip Code)



                                (217)   226-4421
                                ----------------
              (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[  ]  Written  communications  pursuant to Rule 425 under the Securities Act (17
CFR  230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[  ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange  Act  (17  CFR  240.14d-2(b))

[  ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange  Act  (17  CFR  240.13e-4(c))






ITEM  5.02     DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
DIRECTORS;  APPOINTMENT  OF  PRINCIPAL  OFFICERS.

(a)     On  June  30,  2005,  and  with  immediate  effect,  Russell  C. Mello's
employment  with  the  Company  as  its  Chief  Financial Officer, Secretary and
Treasurer  terminated.

(b)     On  July  5,  2005, the Company appointed Randall N. Paulfus, age 59, as
interim  Chief  Financial  Officer  of  the  Company on an at-will basis until a
permanent chief financial officer is appointed.  Mr. Paulfus will be compensated
on  a  monthly  basis  during the term of his employment, and will also remain a
partner  of  Tatum  CFO  Partners,  LLP  ("Tatum").  The  Company  has agreed to
compensate  Tatum for the retention of Mr. Paulfus' services for the duration of
his  employment  by  the  Company.

     From  November  2003  to  June  2005, Mr. Paulfus served as Chief Financial
Officer  for  Ener1, Inc., a battery research and development company.  Prior to
joining  Ener1,  Inc.,  Mr.  Paulfus  served  as Chief Restructuring Officer for
Nitram, Inc., a fertilizer manufacturer.  Previously, Mr. Paulfus had held chief
financial  officer  positions  with  Aviation  Systems,  Inc., an airplane parts
provider, and Mosler Inc., a security systems company.  Mr. Paulfus joined Tatum
in  1999.



                                   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  hereunto  duly  authorized.


          THE  GSI  GROUP,  INC.


     By:     /s/  William  J.  Branch
             ------------------------
          Name:  William  J.  Branch
          Title:  Chief  Executive  Officer

Date:  July  7,  2005