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



                                February 13, 2006
                                -----------------
               (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  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.

          (a)  On  February  16,  2006,  the  Company  entered into an Executive
Severance  and  Restrictive  Covenant  Agreement, dated as of February 13, 2006,
with  John  W.  Henderson  (the  "Henderson  Agreement")  in connection with his
appointment  as  Chief Financial Officer. Under such agreement, Mr. Henderson is
employed  at-will,  will  receive  an annual base salary of $200,000 and will be
eligible  to  receive  discretionary annual performance bonuses as determined by
the  Company's Board of Directors. Mr. Henderson will be entitled to participate
in  benefit  plans  and programs maintained by the Company from time to time and
generally  made available to its senior executive officers. The Company has also
agreed  to  indemnify  Mr. Henderson from certain liability that he may incur in
connection  with  his  employment  by  the  Company.  Such  agreement  includes
provisions that prohibit Mr. Henderson from competing with or soliciting clients
of  the  Company  during  his  employment  period  and for a period of 12 months
thereafter, soliciting employees of the Company during his employment period and
for a period of three years thereafter or disclosing confidential information of
the  Company  or  its  subsidiaries  or  affiliates. In addition, such agreement
imposes  certain  obligations  on  the  Company  upon  the  termination  of  Mr.
Henderson's  employment,  including, under certain circumstances, the payment of
severance  and  the  continuation  of  benefits for a period of one year and the
continued  vesting  and  exercisability of certain equity based compensation. In
the  event  of  the  breach by Mr. Henderson of any of the restrictive covenants
described  above,  Mr. Henderson will forfeit certain severance payments, equity
based  compensation  and  amounts  received in connection with such equity based
compensation.  A  copy  of  the  Henderson Agreement is attached to this Current
Report  on  Form  8-K  as  Exhibit  10.1.



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

     (b) (c)  Effective February 13, 2006, John W. Henderson, age 42, has joined
The  GSI  Group,  Inc. (the "Company") as its Chief Financial Officer, replacing
Robert  E.  Girardin, who had been Interim Chief Financial Officer since January
30,  2006.
     Mr.  Henderson  has  more  than  twenty  years  of  experience  with  Case
Corporation  and  its  successor  company  CNH  Global,  a  global  leader  in
construction  and agricultural equipment, and its affiliates, including the past
eight  years  as  a  Vice  President.  He  was  most recently Vice President and
Controller,  North  American  Agricultural  Business.
      Mr.  Henderson  holds  a Bachelor of Science Degree from the University of
Wisconsin  and  a  Masters of Business Administration from Marquette University.
     Mr. Henderson is an investor in the parent corporation of this Company, and
as  an  officer  he  will be eligible to participate in stock option grants from
this  Company  and/or  its  parent  corporation.

     (d)  Effective  February  15,  2006, the Company, by action of its Board of
Directors  to  fill a newly-created vacancy on the Board of Directors, appointed
Paul  W.  Farris,  age  59,  as  a  director.  Mr.  Farris  is  the  Landmark
Communications  Professor  of  Business  Administration  at the Darden School of
Business  of  the  University  of  Virginia,  where  he  teaches  marketing  and
e-business  courses in the school's MBA, doctoral and executive programs.  Prior
to  his  appointment  to  the  Darden  faculty in 1980, he taught at the Harvard
Business  School,  and previously worked in marketing management for Unilever in
Germany and for the Lintas advertising agency.  He currently serves on the Board
of  Directors of Sto, Inc.  Mr. Farris holds a Bachelor's Degree in Science from
the  University  of Missouri, an MBA from the University of Washington and a DBA
from  Harvard.
     It  is expected that Mr. Farris will be named to the Audit and Compensation
Committees  of  the  Board  of  Directors.
     Mr. Farris is an investor in the parent corporation of this Company, and as
a  director  he will be eligible to participate in stock option grants from this
Company  and/or  its  parent  corporation.
     Mr.  Farris  is  to  be  compensated  for his service as a director with an
annual  fee  of  $25,000  to  be  paid  by  the  Company.



ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS.

(d)     Exhibits.

EXHIBIT
NUMBER          EXHIBIT  TITLE
------          --------------
10.1      Executive  Severance  and  Restrictive Covenant Agreement, dated as of
          February 13, 2006, between The GSI Group, Inc. and John W.  Henderson.





                                   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/John W. Henderson
                                                      Name:  John  W.  Henderson
                                                      --------------------------
                                                  Title: Chief Financial Officer

Date:  February  16,  2006



                                  EXHIBIT INDEX


EXHIBIT
NUMBER          EXHIBIT  TITLE
------          --------------
10.1      Executive  Severance  and  Restrictive Covenant Agreement, dated as of
          February 13, 2006, between The GSI Group, Inc. and John W.  Henderson.