As filed with the Securities and Exchange Commission on July 27, 2001

                                              Registration No. 333-__________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                    -----------------------------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------


                      GROUPE CGI INC. / CGI GROUP INC.
           (Exact name of registrant as specified in its charter)

  Quebec, Canada                                            Not applicable
 (State or other                                           (I.R.S. Employer
 jurisdiction of                                         Identification Number)
  incorporation
 or organization)


                   1130 SHERBROOKE STREET WEST, 5TH FLOOR
                              MONTREAL, QUEBEC
                               CANADA H3A 2M8
                  (Address of principal executive offices)

      IMRGLOBAL CORP. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN
                IMRGLOBAL CORP. DIRECTORS STOCK OPTION PLAN
             IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN
                         (Full title of the plans)

           CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
                             600 FEDERAL STREET
                             ANDOVER, MA 01810
                               (978) 682-5500
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
             TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE        AGGREGATE         AMOUNT OF
              TO BE REGISTERED                   REGISTERED       PER SHARE (3)      OFFERING PRICE  REGISTRATION FEE
                                                  (1), (2)                                                  (4)
-----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>                <C>               <C>
Class A Subordinate Shares issuable under         4,547,488       $0.03 - 23.27      $43,621,389          $10,905
the IMRglobal Corp. First Amended and              shares
Restated Stock Incentive Plan
-----------------------------------------------------------------------------------------------------------------------

Class A Subordinate Shares issuable under      215,649 shares     $3.89 - 14.36       $2,009,130           $502
the IMRglobal Corp. Directors Stock Option
Plan
-----------------------------------------------------------------------------------------------------------------------

Class A Subordinate Shares issuable under         3,666,558       $1.88 - 8.88       $19,936,691          $4,984
the IMRglobal Corp. 1999 Employee Stock            shares
Incentive Plan
-----------------------------------------------------------------------------------------------------------------------

                                       Total:     8,429,695            --            $65,567,210          $16,391
                                                   shares
-----------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividends or similar  transaction  in
     accordance with Rule 416(a) of the Securities Act of 1933.

(2)  Represents the maximum number of Class A Subordinate  Shares  issuable
     upon  exercise of options  granted  under the  IMRglobal  Corp.  First
     Amended  and  Restated  Stock  Incentive  Plan,  the  IMRglobal  Corp.
     Directors  Stock Option Plan and the  IMRglobal  Corp.  1999  Employee
     Stock Incentive Plan (the "IMR Stock Plans")  outstanding  immediately
     prior to the merger described in the Agreement and Plan of Merger (the
     "Merger  Agreement"),  dated as of  February  21,  2001,  by and among
     IMRglobal   Corp.   ("IMR"),   CGI  Group  Inc.   (the   "Company"  or
     "registrant") and CGI Florida Corporation (the "Sub").

(3)  Based on the price at which the option may be  exercised  pursuant  to
     Rule 457(h) of the Securities Act of 1933.

(4)  See "Explanatory Note."
</FN>
</TABLE>


                                   PART I

                              EXPLANATORY NOTE

          This Form S-8 relates to 8,429,695 Class A Subordinate Shares
which may be issued upon the exercise of options granted under the IMR
Stock Plans. Pursuant to the Merger Agreement, the following events, among
others, occurred:

          (a)  IMR was acquired by, and became a wholly-owned subsidiary
               of, the Company through the merger of Sub with and into IMR;
               and

          (b)  outstanding options to purchase shares of IMR common stock
               granted under the IMR Stock Plans were converted into
               options to purchase Class A Subordinate Shares of the
               Company.

          On various dates prior to this merger transaction, IMR filed
registration statements on Form S-8 (registration nos. 333-24027,
333-86753, 333-87095 and 333-57628) and paid a total registration fee with
respect to 19,340,955 shares (adjusted for two 3-for-2 stock splits)
registered thereunder equal to $23,940 to the Securities and Exchange
Commission (the "Commission"). Of these shares, 11,219,318 shares were
issued pursuant to exercised options and 8,121,637 shares remain unsold.
None of the unsold shares have been deregistered by IMR. The total
registration fee paid by IMR under the registration statements with respect
to the unsold shares is $14,640. Pursuant to Rule 457(p) of the Securities
Act of 1933, the Company hereby applies the $14,640 fee as a partial
payment of the registration fee for this Registration Statement which
thereby leaves a registration fee due of $1,751.

<PAGE>

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

          * Documents containing the information required by Part I of this
Registration Statement will be sent or given to each participant in the IMR
Stock Plans in accordance with Rule 428(b)(1). In accordance with the Note
to Part I of Form S-8, such documents are not filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed with the Commission by the Company
are incorporated by reference in this Registration Statement:

          (a)  The description of the Class A Subordinate Shares included
               in the Company's Registration Statement on Form 40-F, dated
               September 14, 1998.

          (b)  The Company's Annual Report on Form 40-F, for the fiscal
               year ended September 30, 2000, except for the Consolidated
               Financial Statements for the fiscal year ended September 30,
               2000 (and the Notes thereto) which Consolidated Financial
               Statements (and the Notes thereto) are incorporated by
               reference as they appear in the Company's registration
               statement on Form F-4/A (No. 333-58116) dated June 27, 2001.

          (c)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October 5,
               2000.

          (d)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a contract with Health Canada.

          (e)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a licensing agreement with NIG.

          (f)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding an outsourcing contract with AXA Canada.

          (g)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a contract with The Commerce Insurance
               Group of Massachusetts.

          (h)  The Company's Report of Foreign Private Issuer, filed
               October 30, 2000, including a press release dated October
               24, 2000.

          (i)  The Company's Report of Foreign Private Issuer, filed
               October 30, 2000, including a press release dated October
               25, 2000.

          (j)  The Company's Report of Foreign Private Issuer, filed
               November 13, 2000, including a press release dated November
               8, 2000.

          (k)  The Company's Report of Foreign Private Issuer, filed
               November 22, 2000, including a press release dated November
               17, 2000.

          (l)  The Company's Report of Foreign Private Issuer, filed
               December 7, 2000, including a press release dated December
               1, 2000.

          (m)  The Company's Report of Foreign Private Issuer, filed
               December 18, 2000, including a press release dated December
               11, 2000.

          (n)  The Company's Report of Foreign Private Issuer, filed
               January 2, 2001, including the Company's 2000 Annual Report,
               the Notice of Annual General Meeting of Shareholders and the
               related Information Circular, the forms of proxy for such
               meeting.

          (o)  The Company's Report of Foreign Private Issuer, filed
               January 12, 2001, including a press release dated January 4,
               2001.

          (p)  The Company's Report of Foreign Private Issuer, filed
               January 12, 2001, including a press release dated January 9,
               2001.

          (q)  The Company's Report of Foreign Private Issuer, filed
               January 17, 2001, including a press release dated January
               11, 2001.

          (r)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               22, 2001.

          (s)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               23, 2001 relating to the acquisition of Star Data Systems
               Inc.

          (t)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               23, 2001 relating to the Company's earnings for the first
               quarter of fiscal 2001.

          (u)  The Company's Report of Foreign Private Issuer, filed
               February 14, 2001, including a press release dated February
               6, 2001.

          (v)  The Company's Report of Foreign Private Issuer, filed
               February 14, 2001, including a press release dated February
               7, 2001.

          (w)  The Company's Report of Foreign Private Issuer, filed
               February 28, 2001, including a press release dated February
               21, 2001.

          (x)  The Company's Report of Foreign Private Issuer, filed
               February 28, 2001, including a press release dated February
               26, 2001.

          (y)  The Company's Report of Foreign Private Issuer, filed March
               2, 2001, including a quarterly report for the quarter ended
               December 31, 2000.

          (z)  The Company's Report of Foreign Private Issuer, filed April
               10, 2001, including a press release dated April 5, 2001.

          (aa) The Company's Report of Foreign Private Issuer, filed April
               30, 2001, including a press release dated April 24, 2001.

          (bb) The Company's Report of Foreign Private Issuer, filed May 9,
               2001, including a press release dated May 1, 2001.

          (cc) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (dd) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (ee) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (ff) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (gg) The Company's Report of Foreign Private Issuer, filed May
               18, 2001, including a quarterly reported for the six months
               ended March 31, 2001 dated May 16, 2001.

          (hh) The Company's Report of Foreign Private Issuer, filed June
               4, 2001, including a press release dated May 31, 2001.

          (ii) The Company's Report of Foreign Private Issuer, filed June
               4, 2001, including a press release dated June 4, 2001.

          (jj) The Company's Report of Foreign Private Issuer, filed June
               22, 2001, including a press release dated June 14, 2001.

          (kk) The Company's Report of Foreign Private Issuer, filed June
               26, 2001, including a press release dated June 22, 2001.

          (ll) The Company's Report of Foreign Private Issuer, filed June
               27, 2001, including a press release dated June 26, 2001.

          (mm) The Company's Report of Foreign Private Issuer, filed June
               27, 2001, including a press release dated June 26, 2001.

          (nn) The Company's Report of Foreign Private Issuer, filed June
               28, 2001, including a press release dated June 28, 2001.

          (oo) The Company's Report of Foreign Private Issuer, filed July
               9, 2001, including a press release dated July 9, 2001.

          (pp) The Company's Report of Foreign Private Issuer, filed July
               13, 2001, including a press release dated July 13, 2001.

          (qq) The Company's Report of Foreign Private Issuer, filed July
               13, 2001, including a press release dated July 13, 2001.

          (rr) The Company's Report of Foreign Private Issuer, filed July
               20, 2001, including a press release dated July 19, 2001.

          (ss) The Company's Report of Foreign Private Issuer, filed July
               20, 2001, including a press release dated July 20, 2001.

          All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating
that all of the Class A Subordinate Shares offered hereby have been sold,
or deregistering all of the Class A Subordinate Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in
any document incorporated by reference herein which is deemed to be
modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Item 4.   Description of Securities

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          The Companies Act (Quebec) provides as follows:

          123.87    [DEFENCE] A company shall assume the defence of its
                    mandatary prosecuted by a third person for an act done
                    in the exercise of his duties and shall pay damages, if
                    any, resulting from that act, unless the mandatary has
                    committed a grievous offence or a personal offence
                    separable from the exercise of his duties.

                    [CRIMINAL PROCEEDINGS] However, in a penal or criminal
                    proceeding the company shall assume only the payment of
                    the expenses of its mandatary if he had reasonable
                    grounds to believe that his conduct was in conformity
                    with the law, or the payment of the expenses of its
                    mandatary if he has been freed or acquitted.

          123.88    [EXPENSES] A company shall assume the expenses of its
                    mandatary if, having prosecuted him for an act done in
                    the exercise of his duties it loses its case and the
                    court so decides.

                    [EXPENSES] If the company wins its case only in part, the
                    court may determine the amount of the expenses it shall
                    assume.

          123.89    [OBLIGATIONS] A company shall assume the obligations
                    contemplated in sections 123.87 and 123.88 in respect
                    of any person who acted at its request as director for
                    a legal person of which it is a shareholder or
                    creditor.

          The Company's By-Laws provide as follows:

          17.       INDEMNIFICATION. In addition to the provisions of the
                    applicable laws governing the indemnification of the
                    Company's representatives, the Board of Directors may
                    purchase, to the benefit of the directors, officers or
                    their predecessors or any other person who has assumed
                    or who is about to assume a responsibility on behalf of
                    the Company or any corporation controlled by it,
                    insurance covering the liability they incur for having
                    acted in their capacity as directors or officers of the
                    Company, with the exception of the liability resulting
                    from their own negligence or a personal fault separable
                    from the performance of their duties.

          The Company has purchased a policy of insurance for the benefit
of the directors and officers of the Company against liability incurred by
the directors and officers in the performance of their duties. The
aggregate amount of coverage is $100,000,000 in respect of any once
occurrence. By the terms of the policy, in circumstances where a director
or officer has a claim against the Company in respect of a loss covered by
the policy, the Company may claim on the policy for 100% of the loss less
the deductible ($100,000 for suits brought and maintained outside the U.S.
and $250,000 for suits brought or maintained within the U.S.) applicable to
a personal suit against directors claim which may be indemnified by the
Company under the policy. In addition, where a director or officer has a
claim against the insurers in respect of a loss covered by the policy, the
director or officer may claim on the policy for 100% of the loss.

Item 7.   Exemption from Registration Claimed

          Not applicable.


Item 8.   Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1*                IMRglobal Corp. First Amended and Restated Stock
                    Incentive Plan (as amended by Amendment No. 1,
                    effective July 27, 2001).

4.2*                IMRglobal Corp. Directors Stock Option Plan (as amended
                    by Amendment No. 1, effective July 27, 2001).

4.3*                IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
                    amended by Amendment No. 2, effective July 27, 2001).

5.1*                Opinion of McCarthy Tetrault as to the validity of the
                    Class A Subordinate Shares covered by this Registration
                    Statement.

23.1                Consent of McCarthy Tetrault (included in Exhibit 5.1).

23.2*               Consent of Samson Belair Deloitte & Touche.

24.1                Power of Attorney (included on the signature page
                    included in this Registration Statement).

----------------------
*   filed herewith

Item 9.   Undertakings

          (1) The undersigned registrant hereby undertakes:

               a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this Registration
Statement; and

                    (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;

          b. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

          c. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (2) The undersigned registrant hereby undertakes, that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.

<PAGE>

                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Andover, Massachusetts on July
20, 2001.

                                Groupe CGI Inc./CGI Group Inc. (Registrant)

                                By: CGI Information Systems & Management
                                    Consultants, Inc. (Authorized U.S.
                                    Representative)

                                By: /s/ Pierre Turcotte
                                   ----------------------------------------
                                        Pierre Turcotte
                                        Title:  Senior Vice-President

<PAGE>

                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

          That each of the undersigned officers and directors of CGI Group
Inc. hereby constitutes and appoints Serge Godin, Paule Dore and Andre
Imbeau, and each of them, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments) and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies, approves and confirms all that his or her said attorney-in-fact
and agent, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                        Title                                         Date
---------                        -----                                         ----

<S>                              <C>                                       <C>
                                 Chairman of the Board, President
 /s/ Serge Godin                 and Chief Executive Officer               July 20, 2001
------------------------         (principal executive officer
Serge Godin                      and director)



 /s/ Jean Brassard               Vice-Chairman of the Board                July 18, 2001
------------------------
Jean Brassard



 /s/ Paule Dore                  Executive Vice-President, Chief           July 20, 2001
------------------------         Corporate Officer and Director
Paule Dore                       (director)


 /s/ Andre Imbeau                Treasurer, Executive Vice-President,      July 20, 2001
------------------------         Chief Financial Officer and Director
Andre Imbeau                     (principal financial officer, principal
                                 accounting officer and director)


 /s/                             Director                                   July __, 2001
------------------------
Yvan Allaire



 /s/ William D. Anderson         Director                                   July 20, 2001
------------------------
William D. Anderson



 /s/ Claude Boivin               Director                                   July 20, 2001
------------------------
Claude Boivin



 /s/                             Director                                   July __, 2001
-----------------------
Claude Chamberland



 /s/                             Director                                   July __, 2001
-----------------------
David L. Johnston




 /s/                             Director                                   July __, 2001
-----------------------
C. Wesley M. Scott




 /s/ Eileen A. Mercier           Director                                   July 18, 2001
-----------------------
Eileen A. Mercier




 /s/                             Director                                   July __, 2001
-----------------------
Jean Monty




 /s/                             Director                                   July __, 2001
-----------------------
Charles Sirois

</TABLE>

<PAGE>


                             Index to Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1*                IMRglobal Corp. First Amended and Restated Stock
                    Incentive Plan (as amended by Amendment No. 1,
                    effective July 27, 2001).

4.2*                IMRglobal Corp. Directors Stock Option Plan (as amended
                    by Amendment No. 1, effective July 27, 2001).

4.3*                IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
                    amended by Amendment No. 2, effective July 27, 2001).

5.1*                Opinion of McCarthy Tetrault as to the validity of the
                    Class A Subordinate Shares covered by this Registration
                    Statement.

23.1                Consent of McCarthy Tetrault (included in Exhibit 5.1).

23.2*               Consent of Samson Belair Deloitte & Touche.

24.1                Power of Attorney (included on the signature page
                    included in this Registration Statement).

----------------------
*   filed herewith
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 31447}]
{"company-data": {"conformed-name": "CGI GROUP INC", "cik": "0001061574", "assigned-sic": "8742", "irs-number": "000000000", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66044", "film-number": "1690838"}, "business-address": {"street1": "1130 SHERBROOKE ST WEST", "street2": "5TH FL", "city": "MONTREAL QUEBEC CANA", "state": "E6", "phone": "5148413200"}, "mail-address": {"street1": "1130 SHERBROOKE ST WEST", "street2": "5TH FLOOR", "city": "MONTREAL QUEBEC", "state": "E6"}}
As filed with the Securities and Exchange Commission on July 27, 2001

                                              Registration No. 333-__________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                    -----------------------------------

                                  FORM S-8

                        REGISTRATION STATEMENT UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------

                      GROUPE CGI INC. / CGI GROUP INC.
           (Exact name of registrant as specified in its charter)

  Quebec, Canada                                            Not applicable
 (State or other                                           (I.R.S. Employer
 jurisdiction of                                         Identification Number)
  incorporation
 or organization)

                   1130 SHERBROOKE STREET WEST, 5TH FLOOR
                              MONTREAL, QUEBEC
                               CANADA H3A 2M8
                  (Address of principal executive offices)

      IMRGLOBAL CORP. FIRST AMENDED AND RESTATED STOCK INCENTIVE PLAN
                IMRGLOBAL CORP. DIRECTORS STOCK OPTION PLAN
             IMRGLOBAL CORP. 1999 EMPLOYEE STOCK INCENTIVE PLAN
                         (Full title of the plans)

           CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC.
                             600 FEDERAL STREET
                             ANDOVER, MA 01810
                               (978) 682-5500
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                                PROPOSED MAXIMUM    PROPOSED MAXIMUM
             TITLE OF SECURITIES                AMOUNT TO BE     OFFERING PRICE        AGGREGATE         AMOUNT OF
              TO BE REGISTERED                   REGISTERED       PER SHARE (3)      OFFERING PRICE  REGISTRATION FEE
                                                  (1), (2)                                                  (4)
-----------------------------------------------------------------------------------------------------------------------
Class A Subordinate Shares issuable under         4,547,488       $0.03 - 23.27      $43,621,389          $10,905
the IMRglobal Corp. First Amended and              shares
Restated Stock Incentive Plan
-----------------------------------------------------------------------------------------------------------------------

Class A Subordinate Shares issuable under      215,649 shares     $3.89 - 14.36       $2,009,130           $502
the IMRglobal Corp. Directors Stock Option
Plan
-----------------------------------------------------------------------------------------------------------------------

Class A Subordinate Shares issuable under         3,666,558       $1.88 - 8.88       $19,936,691          $4,984
the IMRglobal Corp. 1999 Employee Stock            shares
Incentive Plan
-----------------------------------------------------------------------------------------------------------------------

                                       Total:     8,429,695            --            $65,567,210          $16,391
                                                   shares
-----------------------------------------------------------------------------------------------------------------------
(1)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividends or similar  transaction  in
     accordance with Rule 416(a) of the Securities Act of 1933.

(2)  Represents the maximum number of Class A Subordinate  Shares  issuable
     upon  exercise of options  granted  under the  IMRglobal  Corp.  First
     Amended  and  Restated  Stock  Incentive  Plan,  the  IMRglobal  Corp.
     Directors  Stock Option Plan and the  IMRglobal  Corp.  1999  Employee
     Stock Incentive Plan (the "IMR Stock Plans")  outstanding  immediately
     prior to the merger described in the Agreement and Plan of Merger (the
     "Merger  Agreement"),  dated as of  February  21,  2001,  by and among
     IMRglobal   Corp.   ("IMR"),   CGI  Group  Inc.   (the   "Company"  or
     "registrant") and CGI Florida Corporation (the "Sub").

(3)  Based on the price at which the option may be  exercised  pursuant  to
     Rule 457(h) of the Securities Act of 1933.

(4)  See "Explanatory Note."
PART I

                              EXPLANATORY NOTE

          This Form S-8 relates to 8,429,695 Class A Subordinate Shares
which may be issued upon the exercise of options granted under the IMR
Stock Plans. Pursuant to the Merger Agreement, the following events, among
others, occurred:

          (a)  IMR was acquired by, and became a wholly-owned subsidiary
               of, the Company through the merger of Sub with and into IMR;
               and

          (b)  outstanding options to purchase shares of IMR common stock
               granted under the IMR Stock Plans were converted into
               options to purchase Class A Subordinate Shares of the
               Company.

          On various dates prior to this merger transaction, IMR filed
registration statements on Form S-8 (registration nos. 333-24027,
333-86753, 333-87095 and 333-57628) and paid a total registration fee with
respect to 19,340,955 shares (adjusted for two 3-for-2 stock splits)
registered thereunder equal to $23,940 to the Securities and Exchange
Commission (the "Commission"). Of these shares, 11,219,318 shares were
issued pursuant to exercised options and 8,121,637 shares remain unsold.
None of the unsold shares have been deregistered by IMR. The total
registration fee paid by IMR under the registration statements with respect
to the unsold shares is $14,640. Pursuant to Rule 457(p) of the Securities
Act of 1933, the Company hereby applies the $14,640 fee as a partial
payment of the registration fee for this Registration Statement which
thereby leaves a registration fee due of $1,751.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

          * Documents containing the information required by Part I of this
Registration Statement will be sent or given to each participant in the IMR
Stock Plans in accordance with Rule 428(b)(1). In accordance with the Note
to Part I of Form S-8, such documents are not filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed with the Commission by the Company
are incorporated by reference in this Registration Statement:

          (a)  The description of the Class A Subordinate Shares included
               in the Company's Registration Statement on Form 40-F, dated
               September 14, 1998.

          (b)  The Company's Annual Report on Form 40-F, for the fiscal
               year ended September 30, 2000, except for the Consolidated
               Financial Statements for the fiscal year ended September 30,
               2000 (and the Notes thereto) which Consolidated Financial
               Statements (and the Notes thereto) are incorporated by
               reference as they appear in the Company's registration
               statement on Form F-4/A (No. 333-58116) dated June 27, 2001.

          (c)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October 5,
               2000.

          (d)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a contract with Health Canada.

          (e)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a licensing agreement with NIG.

          (f)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding an outsourcing contract with AXA Canada.

          (g)  The Company's Report of Foreign Private Issuer, filed
               October 16, 2000, including a press release dated October
               10, 2000 regarding a contract with The Commerce Insurance
               Group of Massachusetts.

          (h)  The Company's Report of Foreign Private Issuer, filed
               October 30, 2000, including a press release dated October
               24, 2000.

          (i)  The Company's Report of Foreign Private Issuer, filed
               October 30, 2000, including a press release dated October
               25, 2000.

          (j)  The Company's Report of Foreign Private Issuer, filed
               November 13, 2000, including a press release dated November
               8, 2000.

          (k)  The Company's Report of Foreign Private Issuer, filed
               November 22, 2000, including a press release dated November
               17, 2000.

          (l)  The Company's Report of Foreign Private Issuer, filed
               December 7, 2000, including a press release dated December
               1, 2000.

          (m)  The Company's Report of Foreign Private Issuer, filed
               December 18, 2000, including a press release dated December
               11, 2000.

          (n)  The Company's Report of Foreign Private Issuer, filed
               January 2, 2001, including the Company's 2000 Annual Report,
               the Notice of Annual General Meeting of Shareholders and the
               related Information Circular, the forms of proxy for such
               meeting.

          (o)  The Company's Report of Foreign Private Issuer, filed
               January 12, 2001, including a press release dated January 4,
               2001.

          (p)  The Company's Report of Foreign Private Issuer, filed
               January 12, 2001, including a press release dated January 9,
               2001.

          (q)  The Company's Report of Foreign Private Issuer, filed
               January 17, 2001, including a press release dated January
               11, 2001.

          (r)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               22, 2001.

          (s)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               23, 2001 relating to the acquisition of Star Data Systems
               Inc.

          (t)  The Company's Report of Foreign Private Issuer, filed
               January 31, 2001, including a press release dated January
               23, 2001 relating to the Company's earnings for the first
               quarter of fiscal 2001.

          (u)  The Company's Report of Foreign Private Issuer, filed
               February 14, 2001, including a press release dated February
               6, 2001.

          (v)  The Company's Report of Foreign Private Issuer, filed
               February 14, 2001, including a press release dated February
               7, 2001.

          (w)  The Company's Report of Foreign Private Issuer, filed
               February 28, 2001, including a press release dated February
               21, 2001.

          (x)  The Company's Report of Foreign Private Issuer, filed
               February 28, 2001, including a press release dated February
               26, 2001.

          (y)  The Company's Report of Foreign Private Issuer, filed March
               2, 2001, including a quarterly report for the quarter ended
               December 31, 2000.

          (z)  The Company's Report of Foreign Private Issuer, filed April
               10, 2001, including a press release dated April 5, 2001.

          (aa) The Company's Report of Foreign Private Issuer, filed April
               30, 2001, including a press release dated April 24, 2001.

          (bb) The Company's Report of Foreign Private Issuer, filed May 9,
               2001, including a press release dated May 1, 2001.

          (cc) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (dd) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (ee) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (ff) The Company's Report of Foreign Private Issuer, filed May
               16, 2001, including a press release dated May 9, 2001.

          (gg) The Company's Report of Foreign Private Issuer, filed May
               18, 2001, including a quarterly reported for the six months
               ended March 31, 2001 dated May 16, 2001.

          (hh) The Company's Report of Foreign Private Issuer, filed June
               4, 2001, including a press release dated May 31, 2001.

          (ii) The Company's Report of Foreign Private Issuer, filed June
               4, 2001, including a press release dated June 4, 2001.

          (jj) The Company's Report of Foreign Private Issuer, filed June
               22, 2001, including a press release dated June 14, 2001.

          (kk) The Company's Report of Foreign Private Issuer, filed June
               26, 2001, including a press release dated June 22, 2001.

          (ll) The Company's Report of Foreign Private Issuer, filed June
               27, 2001, including a press release dated June 26, 2001.

          (mm) The Company's Report of Foreign Private Issuer, filed June
               27, 2001, including a press release dated June 26, 2001.

          (nn) The Company's Report of Foreign Private Issuer, filed June
               28, 2001, including a press release dated June 28, 2001.

          (oo) The Company's Report of Foreign Private Issuer, filed July
               9, 2001, including a press release dated July 9, 2001.

          (pp) The Company's Report of Foreign Private Issuer, filed July
               13, 2001, including a press release dated July 13, 2001.

          (qq) The Company's Report of Foreign Private Issuer, filed July
               13, 2001, including a press release dated July 13, 2001.

          (rr) The Company's Report of Foreign Private Issuer, filed July
               20, 2001, including a press release dated July 19, 2001.

          (ss) The Company's Report of Foreign Private Issuer, filed July
               20, 2001, including a press release dated July 20, 2001.

          All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating
that all of the Class A Subordinate Shares offered hereby have been sold,
or deregistering all of the Class A Subordinate Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in
any document incorporated by reference herein which is deemed to be
modified or superseded, shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Item 4.   Description of Securities

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

Item 6.   Indemnification of Directors and Officers

          The Companies Act (Quebec) provides as follows:

          123.87    [DEFENCE] A company shall assume the defence of its
                    mandatary prosecuted by a third person for an act done
                    in the exercise of his duties and shall pay damages, if
                    any, resulting from that act, unless the mandatary has
                    committed a grievous offence or a personal offence
                    separable from the exercise of his duties.

                    [CRIMINAL PROCEEDINGS] However, in a penal or criminal
                    proceeding the company shall assume only the payment of
                    the expenses of its mandatary if he had reasonable
                    grounds to believe that his conduct was in conformity
                    with the law, or the payment of the expenses of its
                    mandatary if he has been freed or acquitted.

          123.88    [EXPENSES] A company shall assume the expenses of its
                    mandatary if, having prosecuted him for an act done in
                    the exercise of his duties it loses its case and the
                    court so decides.

                    [EXPENSES] If the company wins its case only in part, the
                    court may determine the amount of the expenses it shall
                    assume.

          123.89    [OBLIGATIONS] A company shall assume the obligations
                    contemplated in sections 123.87 and 123.88 in respect
                    of any person who acted at its request as director for
                    a legal person of which it is a shareholder or
                    creditor.

          The Company's By-Laws provide as follows:

          17.       INDEMNIFICATION. In addition to the provisions of the
                    applicable laws governing the indemnification of the
                    Company's representatives, the Board of Directors may
                    purchase, to the benefit of the directors, officers or
                    their predecessors or any other person who has assumed
                    or who is about to assume a responsibility on behalf of
                    the Company or any corporation controlled by it,
                    insurance covering the liability they incur for having
                    acted in their capacity as directors or officers of the
                    Company, with the exception of the liability resulting
                    from their own negligence or a personal fault separable
                    from the performance of their duties.

          The Company has purchased a policy of insurance for the benefit
of the directors and officers of the Company against liability incurred by
the directors and officers in the performance of their duties. The
aggregate amount of coverage is $100,000,000 in respect of any once
occurrence. By the terms of the policy, in circumstances where a director
or officer has a claim against the Company in respect of a loss covered by
the policy, the Company may claim on the policy for 100% of the loss less
the deductible ($100,000 for suits brought and maintained outside the U.S.
and $250,000 for suits brought or maintained within the U.S.) applicable to
a personal suit against directors claim which may be indemnified by the
Company under the policy. In addition, where a director or officer has a
claim against the insurers in respect of a loss covered by the policy, the
director or officer may claim on the policy for 100% of the loss.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1*                IMRglobal Corp. First Amended and Restated Stock
                    Incentive Plan (as amended by Amendment No. 1,
                    effective July 27, 2001).

4.2*                IMRglobal Corp. Directors Stock Option Plan (as amended
                    by Amendment No. 1, effective July 27, 2001).

4.3*                IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
                    amended by Amendment No. 2, effective July 27, 2001).

5.1*                Opinion of McCarthy Tetrault as to the validity of the
                    Class A Subordinate Shares covered by this Registration
                    Statement.

23.1                Consent of McCarthy Tetrault (included in Exhibit 5.1).

23.2*               Consent of Samson Belair Deloitte & Touche.

24.1                Power of Attorney (included on the signature page
                    included in this Registration Statement).

----------------------
*   filed herewith

Item 9.   Undertakings

          (1) The undersigned registrant hereby undertakes:

               a. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this Registration
Statement; and

                    (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this Registration Statement;

          b. that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

          c. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (2) The undersigned registrant hereby undertakes, that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
that Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Andover, Massachusetts on July
20, 2001.

                                Groupe CGI Inc./CGI Group Inc. (Registrant)

                                By: CGI Information Systems & Management
                                    Consultants, Inc. (Authorized U.S.
                                    Representative)

                                By: /s/ Pierre Turcotte
                                   ----------------------------------------
                                        Pierre Turcotte
                                        Title:  Senior Vice-President
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS:

          That each of the undersigned officers and directors of CGI Group
Inc. hereby constitutes and appoints Serge Godin, Paule Dore and Andre
Imbeau, and each of them, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments) and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifies, approves and confirms all that his or her said attorney-in-fact
and agent, each acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                        Title                                         Date
---------                        -----                                         ----
Chairman of the Board, President
 /s/ Serge Godin                 and Chief Executive Officer               July 20, 2001
------------------------         (principal executive officer
Serge Godin                      and director)

 /s/ Jean Brassard               Vice-Chairman of the Board                July 18, 2001
------------------------
Jean Brassard

 /s/ Paule Dore                  Executive Vice-President, Chief           July 20, 2001
------------------------         Corporate Officer and Director
Paule Dore                       (director)

 /s/ Andre Imbeau                Treasurer, Executive Vice-President,      July 20, 2001
------------------------         Chief Financial Officer and Director
Andre Imbeau                     (principal financial officer, principal
                                 accounting officer and director)

 /s/                             Director                                   July __, 2001
------------------------
Yvan Allaire

 /s/ William D. Anderson         Director                                   July 20, 2001
------------------------
William D. Anderson

 /s/ Claude Boivin               Director                                   July 20, 2001
------------------------
Claude Boivin

 /s/                             Director                                   July __, 2001
-----------------------
Claude Chamberland

 /s/                             Director                                   July __, 2001
-----------------------
David L. Johnston

 /s/                             Director                                   July __, 2001
-----------------------
C. Wesley M. Scott

 /s/ Eileen A. Mercier           Director                                   July 18, 2001
-----------------------
Eileen A. Mercier

 /s/                             Director                                   July __, 2001
-----------------------
Jean Monty

 /s/                             Director                                   July __, 2001
-----------------------
Charles Sirois
Index to Exhibits

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------

4.1*                IMRglobal Corp. First Amended and Restated Stock
                    Incentive Plan (as amended by Amendment No. 1,
                    effective July 27, 2001).

4.2*                IMRglobal Corp. Directors Stock Option Plan (as amended
                    by Amendment No. 1, effective July 27, 2001).

4.3*                IMRglobal Corp. 1999 Employee Stock Incentive Plan (as
                    amended by Amendment No. 2, effective July 27, 2001).

5.1*                Opinion of McCarthy Tetrault as to the validity of the
                    Class A Subordinate Shares covered by this Registration
                    Statement.

23.1                Consent of McCarthy Tetrault (included in Exhibit 5.1).

23.2*               Consent of Samson Belair Deloitte & Touche.

24.1                Power of Attorney (included on the signature page
                    included in this Registration Statement).

----------------------
*   filed herewith