UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549        SEC FILE NUMBER
                                   FORM 12B-25                    333-43089
                            NOTIFICATION  OF  LATE  FILING     -------------
                                                               CUSIP  NUMBER
                                                                 36229N  AC2
                                                              --------------
(Check  One):  [X] Form 10-K   [  ] Form 20-F  [  ] Form 11-K  [  ] Form 10-Q  [
]  Form  N-SAR
[  ]  Form  N-CSR
For  Period  Ended:  DECEMBER  31,  2005
                     -------------------
[   ]  Transitional  Report  on  Form  10-K
[   ]  Transitional  Report  on  Form  20-F
[   ]  Transitional  Report  on  Form  11-K
[   ]  Transitional  Report  on  Form  10-Q
[   ]  Transitional  Report  on  Form  N-SAR
For  the  Transitional  Period  Ended:
  Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

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     NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
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                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
                   ------------------------------------------

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:

Full  Name  of  Registrant     THE  GSI  GROUP,  INC.

Former  Name  if  Applicable

Address  of  Principal  Executive  Office
(Street  and  Number)     1004  E.  ILLINOIS  STREET

City,  State  and  Zip  Code     ASSUMPTION,  ILLINOIS  62510

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PART  II  -  RULES  12B-25(B)  AND  (C)
If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate)

[X]     (a)     The  reasons  described in reasonable detail in Part III of this
form  could  not  be  eliminated  without  unreasonable  effort  or  expense;

[X]     (b)     The subject annual report, semi-annual report, transition report
on  Form  10-K,  Form  20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will  be  filed on or before the fifteenth calendar day following the prescribed
due  date;  or the subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof will be filed on or
before  the  fifth  calendar  day  following  the  prescribed  due  date;  and
        (c)     The  accountant's  statement or other exhibit required by Rule
12b-25(c) has  been  attached  if  applicable.

PART  III  -  NARRATIVE
State  below  in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR,  N-CSR,  or  the  transition  report  portion thereof, could not be filed
within  the  prescribed  time  period.

     The  registrant  worked  diligently to prepare its Form 10-K for the period
ended  December  31,  2005.  However, because information required, particularly
relating to tax matters, was not previously available, the registrant was unable
to  complete  such  Form  10-K  within  the  prescribed  time  period  without
unreasonable  effort  or  expense.  Certain  of  these  tax  provisions,  when
finalized,  may  affect  results  of  operations.

PART  IV  -  OTHER  INFORMATION
(1)     Name  and  telephone  number  of  person  to  contact  in regard to this
notification
Ann  Montgomery     217     226-5534
                            --------
(Name)     (Area  Code)     (Telephone  Number)
------     ------------     -------------------

(2)     Have  all  other  periodic reports required under Section 13 or 15(d) of
the  Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of  1941  during  the  preceding  12  months or for such shorter period that the
registrant  was  required  to  file such report(s) been filed?  If answer is no,
identify  report(s).     [X]  Yes  [  ]  No

(3)     Is  it  anticipated that any significant change in results of operations
from  the corresponding period for the last fiscal year will be reflected by the
earnings  statements  to  be  included in the subject report or portion thereof?
[X]  Yes  [  ]  No

If  so,  attach  an  explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.
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                               THE GSI GROUP, INC.
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunder  duly  authorized.


 Date:  March  31,  2006                            By:  /s/  John  Henderson
        ----------------                               ----------------------
                                                       John  Henderson
                                                       Chief  Financial  Officer

INSTRUCTIONS:  The  form may be signed by an executive officer of the registrant
or  by  any  other  duly  authorized  representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If the
statement  is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.

PART  IV  -  ITEM  (3)  ATTACHMENT

     Based  on  information  available  to  management  at  this  point in time,
including  audited consolidated financials, management believes that revenue for
the  year  ended December 31, 2005 will be approximately 20% higher than for the
comparable  period in 2004.  This increase is due to better pricing in our grain
business  and  growing  volumes  in  our  protein  business.

Based  on  information available to management at this point in time, management
anticipates  that  results for gross margin, operating income and net income for
the  year  ended  December  31,  2005,  when  adjusted  for  non-recurring  and
extraordinary items, will also increase materially from the comparable period in
2004.

The  final  version of this information will be included in the Company's Annual
Report on Form 10-K for such period, which will be filed with the Securities and
Exchange  Commission  on  or  before  April  14,  2006.

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