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CGI Group Inc.

1130 Sherbrooke Street West

7th Floor

Montréal, Québec

H3A 2M8

Tel. 514-841-3200

Fax 514-841-3299

www.cgi.com

February 23, 2011
Wilson K. Lee
Staff Accountant	VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Re:	CGI Group Inc.
	Form 40-F for the year ended September 30, 2010
	Filed on December 23, 2010
	Your file No. 000-29716
	Our file No. CACORP-011018-C001 20050228.1.2

Dear Mr. Lee,

     In response to the S. E.C.’s comment letter of January 25, 2011, we are filing this day on EDGAR an amended Form 40-F/A.

     We acknowledge that:

• The company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours truly,

Benoit Dubé
Executive Vice-President and Chief Legal Counsel
CGI Group Inc.
t. (514) 841-3244
f. (514) 841-3299
e. b.dube@cqi.com