CGI INC — Regulatory Filings 2011

Feb 23, 2011

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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:
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

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