6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2010

Commission File Number 1-14858

CGI Group Inc.

(Translation of Registrant’s Name Into English)

1130 Sherbrooke Street West
7th Floor
Montréal, Québec

Canada H3A 2M8
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-o.

Enclosures: Joint Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation and Stanley, Inc. on August 3, 2010; Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on August 3, 2010.

     The following are submitted herewith:

Exhibit
Number	Description
99.1	Joint Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation and Stanley, Inc. on August 3, 2010.
99.2	Press Release issued by CGI Group Inc., CGI Federal Inc. and CGI Fairfax Corporation on August 3, 2010.

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, thereunto duly authorized.

	CGI Group Inc. (Registrant)
Date: August 3, 2010	By:	/s/ Benoit Dubé
		Name:	Benoit Dubé
		Title:	Executive Vice-President and Chief Legal Officer

EX-99.1

Exhibit 99.1

Stock Market Symbols	Stock Market Symbol
GIB (NYSE) GIB.A (TSX)	SXE (NYSE)
www.cgi.com/newsroom	www.stanleyassociates.com

Proposed Acquisition of Stanley by CGI Receives CFIUS Approval

Fairfax and Arlington, Virginia, August 3, 2010 — CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a leading provider of information technology and business processing services, and Stanley, Inc. (NYSE: SXE), a leading provider of systems integration and professional services to the U.S. federal government, announced today that the Committee on Foreign Investment in the United States (CFIUS) has concluded its investigation relating to CGI’s proposed acquisition of Stanley and determined that there are no unresolved national security concerns with the proposed acquisition. Additionally, the Defense Security Service of the United States Department of Defense (DSS) has approved a foreign ownership, control or influence (FOCI) mitigation plan for Stanley’s business in connection with CGI’s proposed acquisition of Stanley.

A determination by CFIUS that there are no unresolved national security concerns with respect to the transaction and approval by DSS of a FOCI mitigation plan to operate Stanley’s business satisfy two of the conditions of the previously announced $37.50 per share cash tender offer by CGI for all outstanding shares of Stanley. The parties now expect to proceed expeditiously to close the transaction and, among other things, have agreed to settle the previously disclosed purported class action lawsuit related to the proposed transaction and make certain additional information available to Stanley stockholders through an amendment to Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9 that was filed with the Securities and Exchange Commission on August 2, 2010. The parties expect the transaction to close in mid-August 2010.

Important Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Stanley. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and related tender offer documents, filed by CGI with the Securities and Exchange Commission (SEC) on May 20, 2010. Stanley filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on May 20, 2010. These documents, as amended from time to time, contain important information about the tender offer and Stanley stockholders are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials may be obtained at no charge by directing a request by mail to Laurel Hill Advisory Group, 100 Wall Street, 22nd floor, New York, New York 10005 or by calling toll-free at (888) 742-1305, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

About CGI

Founded in 1976, CGI Group Inc. is one of the largest independent information technology and business process services firms in the world. CGI and its affiliated companies employ approximately 26,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in the United States, Canada, Europe and Asia Pacific as well as from centers of excellence in

North America, Europe and India. As of June 30, 2010, CGI’s order backlog was C$11.4 billion. CGI shares are listed on the NYSE (GIB) and the TSX (GIB.A) and are included in both, the Dow Jones Sustainability World Index and the FTSE4Good Index. Website: www.cgi.com.

About Stanley

Stanley (NYSE: SXE) is a provider of information technology services and solutions to U.S. defense, intelligence and federal civilian government agencies. Stanley offers its customers systems integration solutions and expertise to support their mission-essential needs at any stage of program, product development or business lifecycle through five service areas: systems engineering, enterprise integration, operational support, business process management, and advanced engineering and technology. Headquartered in Arlington, Va., the company has approximately 5,000 employees at over 100 locations in the U.S. and worldwide. Stanley has been recognized by FORTUNE magazine as one of the “100 Best Companies to Work For” from 2007 through 2009. Please visit www.stanleyassociates.com for more information.

Forward-looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements and constitute forward-looking information within the meaning of Canadian securities laws. These statements and this information represent CGI’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond CGI’s control. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: uncertainties as to the timing of the tender offer and other risks identified in CGI’s Annual Report on Form 40-F filed with the SEC (filed on EDGAR at www.sec.gov) and CGI’s Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com). The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.

For more information:

Investors and financial media

Lorne Gorber
Vice-President, Global Communications and
Investor Relations
CGI
514-841-3355
lorne.gorber@cgi.com

Lawrence Delaney, Jr.
Investor Relations Counsel
Stanley
703-739-7410
larry.delaney@stanleyassociates.com

Other Media
Linda Odorisio
Vice-President, U.S. Communications
CGI
703-267-8118
linda.odorisio@cgi.com

EX-99.2

Exhibit 99.2

PRESS RELEASE
Stock Market Symbols
GIB (NYSE)
GIB.A (TSX)
www.cgi.com/newsroom

CGI Extends Tender Offer for All the Outstanding Shares of Common Stock of Stanley

Fairfax, Virginia, August 3, 2010 — CGI Group Inc. (“CGI”) (NYSE: GIB; TSX: GIB.A), a leading provider of information technology and business processing services, announced today that CGI Fairfax Corporation (“CGI-Fairfax”), a wholly owned subsidiary of CGI Federal Inc. (“CGI Federal”), and an indirect wholly owned subsidiary of CGI, has extended its cash tender offer (the “Offer”) to purchase all of the outstanding shares of common stock of Stanley, Inc. (“Stanley”) (NYSE: SXE) for $37.50 per share, net to the seller in cash, without interest and less any required withholding taxes. The Offer, which was previously scheduled to expire at 12:00 midnight, New York City time, on Monday, August 2, 2010, has been extended to 12:00 midnight, New York City time, on Monday, August 16, 2010, unless the Offer is further extended or earlier terminated. The Offer is being made pursuant to an Offer to Purchase, dated May 20, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated May 6, 2010, among Stanley, CGI, CGI Federal and CGI-Fairfax.

CGI has been advised by Computershare Investor Services Inc., the depositary for the Offer, that as of the close of business on Monday, August 2, 2010, stockholders of Stanley had tendered and not validly withdrawn approximately 19,148,251 shares, representing approximately 79% of the outstanding shares of Stanley common stock.

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

CGI now expects to proceed expeditiously to close the transaction and, among other things, has agreed with Stanley to settle the previously disclosed purported class action lawsuit related to the proposed transaction and make certain additional information available to Stanley stockholders through an amendment to Stanley’s Solicitation/Recommendation Statement on Schedule 14D-9 that was filed with the Securities and Exchange Commission on August 2, 2010. CGI expects the transaction to close in mid-August 2010.

Important Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Stanley. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and related tender offer documents, filed by CGI with the SEC on May 20, 2010. Stanley filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on May 20, 2010. These documents, as amended from time to time, contain important information about the tender offer and Stanley stockholders are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials may be obtained at no charge by directing a request by mail to Laurel Hill Advisory Group, 100 Wall Street, 22nd floor, New York, New York 10005 or by calling toll-free at

(888) 742-1305, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.

About CGI

Founded in 1976, CGI Group Inc. is one of the largest independent information technology and business process services firms in the world. CGI and its affiliated companies employ approximately 26,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in the United States, Canada, Europe and Asia Pacific as well as from centers of excellence in North America, Europe and India. As of June 30, 2010, CGI’s order backlog was C$11.4 billion. CGI shares are listed on the NYSE (GIB) and the TSX (GIB.A) and are included in both, the Dow Jones Sustainability World Index and the FTSE4Good Index. 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 and constitute forward-looking information within the meaning of Canadian securities laws. These statements and this information represent CGI’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond CGI’s control. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: uncertainties as to the timing of the tender offer and other risks identified in CGI’s Annual Report on Form 40-F filed with the U.S. Securities and Exchange Commission (“SEC”) (filed on EDGAR at www.sec.gov) and CGI’s Annual Information Form filed with the Canadian securities authorities (filed on SEDAR at www.sedar.com). The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan,” and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.

For more information:

Investors and financial media
Lorne Gorber
Vice-President, Global Communications and
Investor Relations
514 841-3355
lorne.gorber@cgi.com

Other Media
Linda Odorisio
Vice-President, U.S. Communications
703 267-8118
linda.odorisio@cgi.com