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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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CUSIP
No. 44980X 10 9
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
IP
Fibre Devices (UK) Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
Kingdom
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
8,032,002
(See Item 4)
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
8,032,002
(See Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,032,002
(See Item 4)
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10.
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares o
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11.
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Percent
of Class Represented by Amount in Row (9)
18.3%
(See Item 4)
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12.
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Type
of Reporting Person
CO
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Item
1
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Item
2
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Item
3. If this statement is filed pursuant to ��240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
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Item
4. Ownership
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Item
5. Ownership of Five Percent or Less of a Class
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Item
6. Ownership of More than Five Percent on Behalf of Another
Person
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Item
7. Identification and Classification of the Subsidiary Which Acquired
the
Security Being Reported on By the Parent Holding Company or Control
Person
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Item
8. Identification and Classification of Members of the
Group
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Item
9. Notice of Dissolution of Group
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Item
10. Certification
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SIGNATURE
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Item
1.
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(a)
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Name
of Issuer
IPG
Photonics Corporation
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(b)
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Address
of Issuer�s Principal Executive Offices
50
Old Webster Road
Oxford,
Massachusetts 01540
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Item
2.
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(a)
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Name
of Person Filing
IP
Fibre Devices (UK) Ltd.
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(b)
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Address
of Principal Business Office or, if none, Residence
c/o
IPG Photonics Corporation
50
Old Webster Road
Oxford,
Massachusetts 01540
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(c)
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Citizenship
United
Kingdom
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(d)
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Title
of Class of Securities
Common
Stock, par value $0.0001 per share
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(e)
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CUSIP
Number
44980X
10 9
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Item
3.
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If
this statement is filed pursuant to ��240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with
�240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
�240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with �
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
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(j)
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o
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Group,
in accordance with �240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
8,032,002
(1)
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(b)
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Percent
of class:
18.3%
(1)(2)
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
0
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(ii)
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Shared
power to vote or to direct the vote
8,032,002
(1)
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(iii)
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Sole
power to dispose or to direct the disposition of
0
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(iv)
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Shared
power to dispose or to direct the disposition of
8,032,002
(1)
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(1)
Dr. Valentin P. Gapontsev is the managing director of, and has a
53%
economic interest in, the Reporting Person. Dr. Gapontsev has voting
and
investment power with respect to these shares. Dr. Gapontsev disclaims
beneficial ownership of these shares except to the extent of his
pecuniary
interest therein.
(2)
Based on 44,010,341 shares of Common Stock of IPG Photonics Corporation
outstanding as of December 31, 2007.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
o.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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Not
applicable.
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January
11, 2008
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Date
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IP
FIBRE DEVICES (UK) LTD.
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By:
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/s/
Valentin P.
Gapontsev
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Name:
Valentin P. Gapontsev
Title:
Managing Director
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