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

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                                    FORM 8-K


                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 31, 2008

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

                              New Brunswick, Canada
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                 (State or other jurisdiction of incorporation)
                 000-25705                            98-0110412
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         (Commission File Number)        (I.R.S. Employer Identification No.)
                 39 Manning Road, Billerica, Massachusetts 01821
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          (Address of principal executive offices, including zip code)
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                                 (978) 439-5511
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              (Registrant's telephone number, including area code)

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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 (see General Instruction A.2. below):

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 220.425)

[_]   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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On April 30, 2008, GSI Group Inc. (the "Company") issued a press release
announcing its financial position and results of operations as of and for the
fiscal quarter ended March 28, 2008. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements of Businesses Acquired.

             Not applicable.

         (b) Pro Forma Financial Information.

             Not applicable.

         (c) Shell Company Transactions.

             Not applicable.

         (d) Exhibits.

             99.1     Press Release issued July 31, 2008

      The information in this Current Report on Form 8-K (including the press
release attached as Exhibit 99.1 hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, unless the Company expressly sets
forth in such future filing that such information is to be considered "filed" or
incorporated by reference therein.




                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              GSI GROUP INC.
                                              (Registrant)


Date:  July 31, 2008                 By:      /s/  Robert L. Bowen
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                                                   Robert L. Bowen
                                                   Vice President and
                                                   Chief Financial Officer




                                  EXHIBIT INDEX



Exhibit No.           Description
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       99.1           Press Release issued July 31, 2008.