SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

American Management Systems, Incorporated

(Name of Subject Company (Issuer))

CGI Virginia Corporation

CGI Group Inc.

(Names of Filing Persons (Offerors))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

027352103

(CUSIP Number of Class of Securities)

André Bourque, Esquire
CGI Group Inc.
1130 Sherbrooke Street West, 5th Floor
Montréal, Québec
Canada H3A 2M8
(514) 841-3200 Joseph I. Saliba
CGI Information Systems &
Management Consultants, Inc.
600 Federal Street
Andover, Massachusetts 01810
(973) 946-3182

(Name, Address and Telephone Number of

the Filing Persons’ Principal Executive Offices

and Agent for Service of Process)

Copies to:

Jean-René Gauthier, Esquire	Robert J. Grammig, Esquire
McCarthy Tétrault LLP	Holland & Knight LLP
Windsor Tower, 5th Floor	100 North Tampa Street, Suite 4100
1170 Peel Street	Tampa, Florida 33602
Montréal, Québec	(813) 227-8500
Canada H3B 4S8
(514) 397-4100

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$848,923,429	$107,559

*

Estimated for purposes of calculating the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended. This calculation assumes the purchase of: (i) 42,717,378 outstanding shares of common stock of American Management Systems, Incorporated (“AMS”) as of March 12, 2004; (ii) 3,777,577 shares of common stock subject to outstanding in-the-money-options and warrants as of March 12, 2004 with a weighted average exercise price of $14.41048; and (iii) up to 70,000 shares of common stock that may be issued pursuant to AMS’s employee stock purchase plan prior to the expiration date of the offer. This calculation is based upon information provided by AMS.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended and Fee Rate Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission on January 26, 2004, equals 0.01267% of the transaction valuation.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $107,559	Filing Party:	CGI Group Inc.
		CGI Virginia Corporation
Form or Registration No.: Schedule TO	Date Filed:	March 18, 2004

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 18, 2004, as amended by Amendment No. 1 filed on April 7, 2004 (as amended, the “Schedule TO”). This Schedule TO relates to the offer by CGI Virginia Corporation, a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of CGI Group Inc., a corporation organized under the laws of the Province of Québec (“CGI Group”), to purchase all of the outstanding shares of common stock, par value $0.01, of American Management Systems, Incorporated, a Delaware corporation (“AMS”), at a purchase price of $19.40 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 18, 2004, as amended by Amendment No. 1 filed on April 7, 2004 (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 2 is being filed on behalf of the Purchaser and CGI Group. Capitalized terms used and not defined in this Amendment No. 2 have the meanings specified in the Offer to Purchase and the Schedule TO.

      The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 2.

1.  Item 1. “Summary Term Sheet” and Item 4. “Terms of the Transaction” of the Schedule TO are amended and supplemented by adding the following:

      “On April 16, 2004, CGI Group issued a press release announcing that the offer period of the Offer, which was scheduled to expire at 12:00 Midnight, New York City time, on Thursday, April 15, 2004, has been extended to 12:00 Midnight, New York City time, on Thursday, April 29, 2004, unless the Offer is further extended or earlier terminated. Purchaser is extending the Offer because all of the required authorizations that must be obtained pursuant to the Offer (including the authorization from, or the expiration of the period of time for any applicable review process by, CFIUS under the Defense Production Act) were not obtained before the expiration of the offer period. CGI Group believes that the proposed transaction will be found to raise no national security concerns. Purchaser expects to extend the Offer for additional periods as necessary until all required authorizations that must be obtained pursuant to the Offer are obtained. Based on information provided by the Depositary to Purchaser and CGI Group, as of the close of business on Thursday, April 15, 2004, stockholders of AMS had tendered into the Offer and not validly withdrawn approximately 36.6 million Shares representing approximately 85.7% of the Shares. A copy of the press release is filed as Exhibit (a)(1)(M) and is incorporated herein by reference.”

2.     Item 12. “Exhibits” of the Schedule TO is amended and supplemented by adding the following:

“(a)(1)(M) Press Release Issued by CGI Group on April 16, 2004.”

SIGNATURES

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CGI VIRGINIA CORPORATION,

a Delaware corporation

By:  /s/ SERGE GODIN

Serge Godin

Chairman of the Board and
Chief Executive Officer

CGI GROUP INC.,

a company organized under the laws of the

Province of Québec

By:  /s/ SERGE GODIN

Serge Godin

Chairman of the Board and
Chief Executive Officer

Date: April 16, 2004

2

INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated March 18, 2004 (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(B)	Form of Letter of Transmittal (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(C)	Form of Notice of Guaranteed Delivery (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(D)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(F)	Form of Letter to Participants in the American Management Services, Incorporated Stockbuilder Plan (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(G)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(H)	Press Release issued by CGI Group on March 10, 2004 (incorporated herein by reference to the pre-commencement Schedule TO-C filed by CGI Group and the Purchaser on March 10, 2004).
(a)(1)(I)	Summary Advertisement published in The Wall Street Journal on March 18, 2004 (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(J)	Letter to Stockholders, dated March 18, 2004, from the Chairman and Chief Executive Officer of AMS (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(a)(1)(K)	CGI Group Slide Presentation Regarding Acquisition of AMS dated March 10, 2004 (incorporated herein by reference to the pre-commencement Schedule TO-C filed by CGI Group and the Purchaser on March 15, 2004).
(a)(1)(L)	Form of Letter to Canadian Participants in the American Management Services, Incorporated Stockbuilder Plan (incorporated herein by reference to Amendment No. 1 to the Schedule TO filed by CGI Group and the Purchaser on April 7, 2004).
(a)(1)(M)	Press Release issued by CGI Group on April 16, 2004.
(b)(1)	Credit Agreement dated as of November 12, 2002, by and among, CGI Group, the Lenders party thereto from time to time, and Canadian Imperial Bank of Commerce, as Administrative Agent (incorporated herein by reference to the Schedule 13D filed by CGI Group on December 24, 2002).
(b)(2)	Form of First Amending Agreement to the Credit Agreement dated June 13, 2003 (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(b)(3)	Second Amending Agreement to the Credit Agreement dated December 19, 2003 (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(b)(4)	Form of Promissory Note (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(b)(5)	Form of Subscription Receipts Agreement between CGI Group, NBF, Credit Suisse First Boston Canada Inc. and Computershare Trust Company of Canada (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(1)	Agreement and Plan of Merger, dated as of March 10, 2004, among CGI Group, the Purchaser and AMS (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).

(d)(2)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Alfred T. Mockett (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(3)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Daniel J. Altobello (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(4)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and David R Fontaine (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(5)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and David Sharman (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(6)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Dorothy Leonard (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(7)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Frank Keating (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(8)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Frederick V. Malek (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(9)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and James C. Reagan (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(10)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and James J. Forese (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(11)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Joseph M. Velli (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(12)	Stockholder Tender and Voting Agreement, dated as of March 10, 2004, by and among CGI Group, the Purchaser and Robert M. Howe (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(13)	Asset Purchase Agreement, dated as of March 10, 2004, among CGI Group, the Purchaser, AMS and CACI (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(14)	Form of Non-Disclosure Agreement, dated October 3, 2003, by and between AMS and CGI Group (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(d)(15)	Form of Non-Disclosure Agreement, dated January 7, 2004, by and between AMS and CACI (incorporated herein by reference to the Schedule TO filed by CGI Group and the Purchaser on March 18, 2004).
(g)	Not applicable.
(h)	Not applicable.

EX-99.A.1.M

Exhibit (a)(1)(M)

[CGI GROUP LETTERHEAD]

PRESS RELEASE FOR IMMEDIATE RELEASE

CGI extends tender offer for all of the outstanding shares of AMS

Montreal, Quebec — April 16, 2004 — CGI Group Inc. (TSX: GIB.A; NYSE: GIB) (“CGI”), today announced that its wholly-owned subsidiary, CGI Virginia Corporation (“CGI Virginia”), has extended its cash tender offer to purchase all of the outstanding shares of common stock of American Management Systems, Incorporated (Nasdaq: AMSY) (“AMS”) for $ 19.40 per share, net to the seller in cash and without interest. The offer, which previously was scheduled to expire at 12:00 Midnight, Eastern time, on Thursday, April 15, 2004, has been extended until 12:00 Midnight, Eastern time, on Thurdsay, April 29, 2004. The extension of the tender offer also extends the closing of the purchase of AMS’s defense and intelligence business by CACI International Inc. (“CACI”), pursuant to an asset purchase agreement in which CGI, AMS and CACI agreed to simultaneously close CACI’s asset purchase with the tender offer.

CGI has been advised by Computershare Trust Company of New York, the depositary for the tender offer, that as of the close of business on Thursday, April 15, 2004, approximately 36.6 million shares of AMS’s common stock, or approximately 85.7% of all of the outstanding shares of AMS’s common stock had been validly tendered and not withdrawn pursuant to the offer.

Except for this extension, the terms and conditions of the offer remain in effect and unmodified.

CGI Virginia is extending the offer because all of the required authorizations that must be obtained pursuant to the offer (including the authorization from, or the expiration of the period of time for any applicable review process by, the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Florio Amendment to Section 720 of the Defense Production Act of 1950 (the “Defense Production Act”)), were not obtained before the expiration of the offer period that was originally scheduled to expire at 12:00 Midnight, Eastern time, on Thursday, April 15, 2004. CGI, AMS and CACI are cooperating with CFIUS during its review of the transaction between the three companies under the Defense Production Act. The parties filed a joint Exon-Florio application with CFIUS on March 25, 2004. CGI believes that the proposed transaction will be found to raise no national security concerns. CGI Virginia expects to extend the offer for additional periods as necessary until all required authorizations that must be obtained pursuant to the offer are obtained.

As a consequence of the extension of the offer period, holders of shares of AMS’s common stock may tender or withdraw their shares until 12:00 Midnight , Eastern time, Thursday, April 29, 2004, unless the offer is further extended. If the offer is further extended, CGI will issue a press release no later than 9:00 a.m., Eastern time, Friday, April 30, 2004. Promptly after the expriation of the offer period, CGI Virginia will accept for payment, and will pay for, all shares validly tendered in the offer and not withdrawn prior to such expiration.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of AMS. AMS stockholders should read the solicitation/recommendation statement on Schedule 14D-9 of AMS and CGI’s Tender Offer statement on Schedule TO, including the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. Investors and security holders are advised to carefully read these materials, as they contain important information on deciding whether to tender their shares, as well as on the process for tendering shares. Each of these documents contain important information about the tender offer. Investors and security holders can obtain these documents for free from CGI or the U.S. Securities and Exchange Commission’s website at www.sec.gov. These documents also may be obtained free of charge by directing such requests to the information agent, D. F. King & Co., Inc., at (800) 290-6431 (toll free).

About CGI

Founded in 1976, CGI is among the largest independent information technology and business process services firms in North America. CGI and its affiliated companies employ approximately 20,000 professionals. CGI provides end- to-end IT and business process services to clients worldwide from offices in Canada, the United States, Europe, as well as centers of excellence in India and Canada. CGI’s annualized revenue run rate is currently CDN$2.8 billion (US$2.1 billion) and at December 31, 2003, CGI’s order backlog was CDN$12.2 billion (US$9.3 billion). CGI’s shares are listed on the TSX (GIB.A) and the NYSE (GIB) and are included in the S&P/TSX Composite Index as well as the S&P/TSX Capped Information Technology and MidCap Indices. Website: www.cgi.com.

Forward-Looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “guidance”, “run-rate” and similar expressions and variations thereof, identify certain of such forward-looking statements, which speak only as of the date on which they are made. In particular, statements related to the review by CFIUS of CGI’s Exon-Florio application are forward-looking statements. These statements represent CGI Group Inc.’s intentions, plans, expectations, and beliefs, and are subject to risks, uncertainties, and other factors, of which many are beyond the control of CGI. Important factors that could cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements include among others: the timing, completion and accounting and tax treatment of the acquisition of AMS, the value of the consideration for the acquisition of AMS, production and development opportunities, the conduct of worldwide operations, our ability to realize the anticipated earnings accretion, cost savings, revenue enhancements, operating efficiencies and other benefits from the acquisition of AMS, foreign exchange rate fluctuations and general economic conditions (such as changes in interest rates and the performance of the financial markets, changes in domestic and foreign laws, regulations and taxes, changes in competition and pricing environments, the occurrence of significant natural disasters, civil unrest and general market and industry conditions). For a more comprehensive review of risk factors, please refer to our MD&A contained in our 2003 Annual Report and our 2004 First Quarter Report, both filed with Securities Regulators in Canada and available at www.sedar.com and with the United States Securities and Exchange Commission and available at www.sec.gov. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

-30-

For more information:

CGI

Investor relations

Julie Creed, vice-president, investor relations

(312) 201-4803

Ronald White, director, investor relations

(514) 841-3230

Media relations
Eileen Murphy, director, media relations
(514) 841-3430