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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 26, 2004

                                GSI LUMONICS INC.
             (Exact name of registrant as specified in its charter)

                              New Brunswick, Canada
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                 (State or other jurisdiction of incorporation)

         000-25705                                     98-0110412
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  (Commission File Number)                (I.R.S. Employer Identification No.)

                 39 Manning Road, Billerica, Massachusetts 01821
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          (Address of principal executive offices, including zip code)

                                 (978) 439-5511
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              (Registrant's telephone number, including area code)

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Businesses Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Exhibits.

            99.1  Press Release issued February 26, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On February 26, 2004,  GSI Lumonics  Inc. (the  "Company")  issued a press
release  announcing  its financial  position and results of operations as of and
for the fiscal  quarter and year ended  December  31,  2003. A copy of the press
release is  attached  as  Exhibit  99.1 to this  Current  Report on Form 8-K and
incorporated herein by reference.

      The  information  in this Current  Report on Form 8-K (including the press
release  attached  as  Exhibit  99.1  hereto)  shall not be deemed  "filed"  for
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") or otherwise  subject to the  liabilities of that section,  nor
shall  it be  deemed  incorporated  by  reference  into  any  filing  under  the
Securities  Act of 1933,  as amended,  or the Exchange  Act,  regardless  of any
general incorporation language in such filing, unless the Company expressly sets
forth in such future filing that such information is to be considered "filed" or
incorporated by reference therein.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          GSI LUMONICS INC.
                                          (Registrant)


Date: February 26, 2004                   By: /s/ Thomas R. Swain
                                              ---------------------------------
                                              Thomas R. Swain
                                              Vice President, Finance and Chief
                                              Financial Officer



                                  EXHIBIT INDEX

Exhibit No.       Description
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   99.1           Press Release issued February 26, 2004.