S-8

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As filed with the Securities and Exchange Commission on January 20, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under The Securities Act of 1933

Groupe CGI Inc./CGI GROUP INC.
(Exact name of registrant as specified in its charter)

Share Option Plan for Employees, Officers and Directors
Of CGI Group Inc., its Subsidiaries and its Associates
(Full title of the plan)

Québec, Canada	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
CGI Group Inc.	CGI Information Systems &
1130 Sherbrooke Street West	Management Consultants, Inc.
5th Floor	600 Federal Street
Montréal, Québec	Andover, Massachusetts 01810
Canada H3A 2M8	Attn: Joe Saliba
(514) 841-3200	(978) 946-3000
(Address and telephone number of registrant's principal executive offices)	(Name, address and telephone number of agent for service)
Copies of all communications to:
Jean-René Gauthier, Esquire	Robert J. Grammig, Esquire
McCarthy Tétrault LLP	Holland & Knight LLP
Windsor Tower, 5th Floor	100 North Tampa Street
1170 Peel Street	Suite 4100
Montréal, Québec	Tampa, Florida 33602
Canada H3B 4S8	(813) 227-8500
(514) 397-4100

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be Registered(1)	Proposed Maximum offering price per unit(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Class A Subordinate Shares	9,357,454	$6.16	$57,641,916	$4,663.23

(1)

The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of determining the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of the Registrant's class A subordinate shares, as reported on the New York Stock Exchange on January 12, 2004.

EXPLANATORY NOTE

        CGI Group Inc. (the "Registrant"), files this Registration Statement pursuant to Instruction E of Form S-8 and incorporates by reference the contents of the previous registration statements filed by the Registrant on Form S-8 (Registration Nos. 333-13350 and 333-74932). The current registration of 9,357,454 shares of the Registrant's Class A Subordinate Shares, without par value, will increase the number of shares registered for issuance under the Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates from 28,328,020 to 37,685,474 shares.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

4.1

Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates.(1)

5.1

Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Shares.

23.1

Consent of McCarthy Tétrault LLP (included in Exhibit 5.1).

23.2

Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.

24.1

Power of Attorney of certain officers and directors of the Registrant.

(1)

Previously filed as an exhibit to the Registrant's Form S-8 (File No. 333-74932) filed December 12, 2002.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Québec, Canada, on January 14, 2004.

CGI GROUP INC. (Registrant)
By:	/s/ Paule Doré
Its:	Executive Vice-President, Chief Financial Officer, Treasurer and Director

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
By: /s/ Serge Godin Serge Godin	Chairman of the Board, Chief Executive Officer and Director	December 22, 2003
By: /s/ Jean Brassard Jean Brassard	Vice-Chairman of the Board and Director	January 7, 2004
By: /s/ Paule Doré Paule Doré	Executive Vice-President, Chief Corporate Officer, Secretary and Director	December 22, 2003
By: /s/ André Imbeau André Imbeau	Executive Vice-President, Chief Financial Officer, Treasurer and Director	December 22, 2003
By: /s/ David Anderson David Anderson	Senior Vice-President and Corporate Controller	December 22, 2003
By: /s/ William D. Anderson William D. Anderson	Director	January 6, 2004
By: /s/ Claude Boivin Claude Boivin	Director	December 22, 2003
By: /s/ Claude Chamberland Claude Chamberland	Director	December 28, 2003
By: /s/ Robert Chevrier Robert Chevrier	Director	December 25, 2003
By: /s/ David L. Johnston David L. Johnston	Director	December 23, 2003
By: /s/ Eileen A. Mercier Eileen A. Mercier	Director	December 23, 2003
By: /s/ Michael Sabia Michael Sabia	Director	January 8, 2004

By: /s/ C. Wesley M. Scott C. Wesley M. Scott	Director	January 12, 2004
By: /s/ Gerald T. Squire Gerald T. Squire	Director	December 22, 2003
By: /s/ Robert Tessier Robert Tessier	Director	January 5, 2004
Authorized Representative
CGI Information System & Management Consultants, Inc. (Authorized Representative)
By: /s/ Joe Saliba    Joe Saliba, President

Dated: January 9, 2004

INDEX OF EXHIBITS

4.1

Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates.(1)

5.1

Opinion of McCarthy Tétrault LLP re legality of the Class A Subordinate Shares.

23.1

Consent of McCarthy Tétrault LLP (included in Exhibit 5.1).

23.2

Consent of Samson Bélair Deloitte & Touche, Chartered Accountants.

24.1

Power of Attorney of certain officers and directors of the Registrant.

(1)

Previously filed as an exhibit to the Registrant's Form S-8 (File No. 333-74932) filed December 12, 2002.

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EXPLANATORY NOTE
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

SIGNATURES
INDEX OF EXHIBITS

EX-5.1

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Exhibit 5.1

[Letterhead of McCarthy Tétrault LLP]

January 13, 2004
CGI Group Inc.
1130 Sherbrooke Street West
5th Floor
Montréal, Québec H3A 2M8

RE: Registration Statement on Form S-8 of 9,357,454 Class A Subordinate Shares

Dear Sirs:

In connection with the registration under the Securities Act of 1933, as amended (the "Act"), by CGI Group Inc., a corporation organized under the laws of Québec (the "Company"), of 9,357,454 Class A Subordinate Shares of the Company without par value (the "Registered Shares"), the following opinion is furnished to you to be filed with the Securities and Exchange Commission (the "Commission") as Exhibit 5.1 of the Company's registration statement on Form S-8 (the "Registration Statement") under the Act. The Registered Shares are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Act in connection with options granted under the Share Option Plan for Employees, Officers and Directors of CGI Group Inc., its Subsidiaries and its Associates (the "Plan").

This opinion is limited to the laws of Québec and the laws of Canada applicable therein and we express no opinion with respect to the laws of any other jurisdiction.

In arriving at this opinion, we have examined such corporate instruments, documents, statements and records of the Company, and we have examined such statutes and regulations and have conducted such legal analysis, as we have deemed relevant, necessary and appropriate for the purposes of this opinion. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

As to certain factual matters material to the opinion expressed herein, we have relied to the extent we deemed proper upon representations, warranties and statements as to factual matters of officers and other representatives of the Company.

Based on and subject to the foregoing, we are of the opinion that, upon the issuance by the Company of the Registered Shares pursuant to the exercise of options granted under the Plan, upon payment of the exercise price thereof, and upon delivery of certificates representing such Registered Shares in the manner contemplated by the Plan and the authorization relating thereto by the Company's Board of Directors or the proper committee thereof, the Registered Shares represented by such certificates will be duly authorized, validly issued, fully paid and non-assessable by the Company.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Registration Statement or in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Yours truly,
/s/ McCarthy Tétrault LLP

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Exhibit 5.1

EX-23.2

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Exhibit 23.2

[Letterhead of Samson Bélair Deloitte & Touche, Chartered Accountants]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Reg. Nos. 333-13350 and 333-74932) of our report dated November 10, 2003, which is included in CGI Group Inc.'s Form 6-K filed on December 17, 2003.

/s/ Samson Bélair Deloitte & Touche

Samson Bélair Deloitte & Touche
Chartered Accountants

Montreal, Quebec
December 17, 2003

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Exhibit 23.2

EX-24.1

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Exhibit 24.1

POWER OF ATTORNEY

The undersigned constitutes and appoints André Imbeau, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

/s/ Serge Godin Serge Godin
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

/s/ André Imbeau André Imbeau
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Jean Brassard Jean Brassard
Dated: January 7, 2004

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Paule Doré Paule Doré
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ David Anderson David Anderson
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ William D. Anderson William D. Anderson
Dated: January 6, 2004

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Claude Boivin Claude Boivin
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Claude Chamberland Claude Chamberland
Dated: December 28, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Robert Chevrier Robert Chevrier
Dated: December 25, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ David L. Johnston David L. Johnston
Dated: December 23, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Eileen A. Mercier Eileen A. Mercier
Dated: December 23, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Michael Sabia Michael Sabia
Dated: January 8, 2004

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ C. Wesley M. Scott C. Wesley M. Scott
Dated: January 12, 2004

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Gerald T. Squire Gerald T. Squire
Dated: December 22, 2003

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form S-8 for purposes of registering equity securities of CGI Group Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Robert Tessier Robert Tessier
Dated: January 7, 2004

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Exhibit 24.1