SecProbe.io

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Mail Stop 6010

      June 20, 2005

VIA U.S. MAIL AND FAX (217) 226-6534

Ms. Ann Montgomery
Vice President of Finance
The GSI Group, Inc.
1004 East Illinois Street,
Assumption, Illinois 62510

	Re:	The GSI Group, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed April 15, 2005
		File No. 333-43089

Dear Ms. Montgomery:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Liquidity and Capital Resources, page 17

1. We note the significant inventory and accounts receivable
balances
at December 31, 2004.  Please discuss these balances and their
related turnover/collection rates on a comparative basis and the
reasons for the significant increases in the current year.  Also,
explain the basis of your conclusions regarding the recoverability
of
inventory and accounts receivable as of the most recent balance
sheet
date.

Financial Statements

Report of Independent Registered Public Accounting Firm - Page 23

2. Please provide us with a copy of the signed audit opinion.
Please
ensure future filings include a properly signed audit opinion from
your auditors.

Note 2. Summary of Significant Accounting Policies, page 31

Inventories, page 32

3. Tell us more about your reserves for obsolete or slow moving
inventory. Tell us the method of measuring inventory obsolescence.
If your policy is different for inventory items and categories,
please explain.

Note 10. Employee Benefit Plans, page 38

4. Please tell us where the non-recourse promissory notes are
recorded in your financial statements.  Discuss the consideration
given to reflecting the advances to stockholders as a reduction of
stockholders` equity.  If the stockholders` stock is collateral
for
the advance, it appears that the amount should be reflected as a
reduction of equity.  See the related guidance in SAB Topics 4E
and
4G.  Please advise.

Note 12. Commitments and Contingencies, page 41

5. We note that Rabobank International is entitled to a success
fee
if the company is sold in the next twelve months.  Since the
company
is being sold to Charlesbank Equity Fund, please tell us the
amount
of the success fee and if it was accrued as of the balance sheet
date.

Note 15. Business Combinations, page 41

6. We noted that you acquired the outstanding shares of FarmPro on
December 22, 2004 and subsequently sold it for a loss of $7.2
million
prior to December 31, 2004.  Please respond to the following:

* Explain in detail how you valued and recorded the acquisition
and
subsequent sale.   Demonstrate that your accounting complied with
GAAP.

* We assume that the acquired company does not meet the
significance
criteria set forth under Rule 3-05 of Regulation S-X.  Please
confirm
and provide all supporting calculations.

* Tell us the business purpose of the simultaneous purchase and
sale
of FarmPro. Explain any relations between you, your shareholders
and
FarmPro.

* Tell us the nature and how you determined the fair value of the
assets retained and liabilities assumed.  Clarify if amounts are
in
thousands.

* Tell us the nature and the accounting for the $4.5 million
guarantee for FarmPro.

We may have additional comments after reviewing your response.

Item 9A. Controls and Procedures, page 45

7. Please revise your disclosure to address changes in your
internal
control over financial reporting to indicate whether there was any
change in your internal control over financial reporting that
occurred during the fourth quarter that has materially affected or
is
reasonably likely to materially affect your internal control over
financial reporting, as required by Item 308(c) of Regulation S-K
as
amended effective August 13, 2003.

      As appropriate, please amend your Form 10-K for the period
ending December 31, 2004 and respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3554 if you have any questions regarding
these comments. In this regard, do not hesitate to contact Martin
James, the Senior Assistant Chief Accountant, at (202) 551-3671.

								Sincerely,

								Angela Crane
								Branch Chief
Ms. Ann Montgomery
The GSI Group, Inc.
June 20, 2005
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