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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000895345-01-500352.txt : 20010716
<SEC-HEADER>0000895345-01-500352.hdr.sgml : 20010716
ACCESSION NUMBER:		0000895345-01-500352
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010713
FILED AS OF DATE:		20010713

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CGI GROUP INC
		CENTRAL INDEX KEY:			0001061574
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		
		SEC FILE NUMBER:	000-29716
		FILM NUMBER:		1680568

	BUSINESS ADDRESS:	
		STREET 1:		1130 SHERBROOKE ST WEST
		STREET 2:		5TH FL
		CITY:			MONTREAL QUEBEC CANA
		STATE:			E6
		BUSINESS PHONE:		5148413200

	MAIL ADDRESS:	
		STREET 1:		1130 SHERBROOKE ST WEST
		STREET 2:		5TH FLOOR
		CITY:			MONTREAL QUEBEC
		STATE:			E6
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>pgform6k.txt
<DESCRIPTION>PGFORM6K.TXT
<TEXT>


===============================================================================
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 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 JULY, 2001



                               CGI GROUP INC.
               (Translation of Registrant name into English)



                        1130 Sherbrooke Street West
                                 5th Floor
                              Montreal, Quebec
                               Canada H3A 2M8
                  (Address of Principal Executive Offices)

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



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

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       No:  X
          ----     ----
===============================================================================

ENCLOSURE:  Press Release dated July 13, 2001

     This Form 6-K is filed under the  Securities  Exchange Act of 1934, as
amended,   and  is   incorporated   by  reference  into  the   Registrant's
Registration  Statement on Form F-4 (Reg.  No.  333-58116)  and the related
prospectus,  and into its  Registration  Statements on Form S-8, (Reg. Nos.
333-9106 and 333-13350).
<PAGE>

   PRESS RELEASE                     FOR IMMEDIATE PUBLICATION

         CGI confirms date, location of IMRglobal shareholder vote
                  pertaining to acquisition of IMRglobal

MONTREAL,  July 13, 2001 - CGI Group inc.  (NYSE:  GIB,  TSE:  GIB.A) today
confirmed  that  IMRglobal  (Nasdaq,  IMRS)  shareholders  will vote on the
proposed acquisition of IMRglobal by CGI at a special meeting scheduled for
Friday, July 27, 2001 at 10:00 am at the Millenium Hilton Hotel in New York
City.

A proxy  statement/prospectus  related to the proposed acquisition has been
mailed to IMRglobal  shareholders of record as of June 21, 2001. Completion
of the transaction requires that a majority of IMRglobal shares outstanding
be voted in favor of the  transaction.  The  transaction  is expected to be
completed shortly after shareholder approval.

Under the terms of the merger  agreement,  announced  on February 21, 2001,
IMRglobal  shareholders  will receive 1.5974 Class A Subordinate  Shares of
CGI for each share of  IMRglobal  Common  Stock.  The  chairman  and CEO of
IMRglobal, Mr. Satish K. Sanan, who owns, directly and indirectly, 27.3% of
the outstanding shares of IMRglobal,  has agreed to support the transaction
at the special  shareholders'  meeting. The Board of Directors of IMRglobal
has  unanimously  determined  that  the  merger  is fair to and in the best
interests  of  the  shareholders  of  IMRglobal,  and  has  recommended  to
shareholders that they approve the merger.

CGI's majority individual  shareholders have previously disclosed that they
will exercise their preemptive rights to acquire  additional Class B Shares
(multiple  voting)  pursuant to the  articles of  incorporation  of CGI, in
order to maintain their Class B voting  interests at current  levels;  such
preemptive  rights will be  exercised,  in full or in part, up to a maximum
aggregate amount of CDN$60 million, by Mr. Serge Godin (chairman, president
and CEO of CGI) and Mr. Andre Imbeau,  (executive  vice-president and chief
financial officer of CGI). BCE Inc. has recently confirmed that it will not
exercise its pre-emptive  rights pursuant to the articles of  incorporation
of CGI to acquire additional Class B Shares (multiple voting) in connection
with the proposed merger of CGI and IMRglobal. BCE has also reconfirmed, as
previously  announced,  that it will not exercise its pre-emptive rights to
acquire additional Class A Subordinate Shares of CGI

                                                                      .../2
<PAGE>

         Press release - page 2

Upon  completion  of  the  transaction,  CGI  will  be the  fourth  largest
independent  IT  services  company in North  America,  with close to 13,000
employees.  CGI will serve more than  3,000  clients  from 60 offices in 24
countries, including the United States, Canada, the United Kingdom, France,
India, Japan, and Australia.

                                 About CGI

Founded  in  1976,  CGI  is  the  fifth  largest  independent   information
technology  services firm in North America,  based on its headcount of more
than 10,000 professionals.  CGI's order backlog totals approximately US$5.3
billion (CDN$8.2 billion) and its revenue run-rate is close to US$1 billion
(CDN$1.5  billion).  CGI  provides  end-to-end  IT  services  and  business
solutions to 2,500  clients in the United  States,  Canada and more than 20
countries  around the world.  CGI's shares are listed on the NYSE (GIB), as
well  as on the  TSE  (GIB.A).  They  are  included  in the  Toronto  Stock
Exchange's  TSE  300  index  as well as the  S&P/TSE  Canadian  Information
Technology index. Web site: www.cgi.ca.

All  statements in this press release that do not directly and  exclusively
relate to historical facts constitute  "forward-looking"  statements within
the meaning of the Private Securities  Litigation Reform Act of 1995. These
forward-looking  statements  may  include  (but are not  limited  to) those
identified  by the use of the words  "anticipate,"  "believe,"  "estimate,"
"expect,"  "intend,"  and similar  expressions,  including  any  statements
relating  to  the  expected  value  of  the  consideration  that  IMRglobal
shareholders  will receive on the closing date, the expected date the proxy
statement will be mailed to IMRglobal shareholders and the expected date of
IMRglobal  shareholders special meeting.  These forward-looking  statements
represent CGI Group Inc.'s and IMRglobal Corp.'s current intentions, plans,
expectations,  and beliefs,  and are subject to risks,  uncertainties,  and
other  factors,  of which many are beyond the  control of CGI Group Inc. or
IMRglobal Corp.  These factors could cause actual  results,  performance or
achievements of CGI Group Inc. or IMRglobal Corp. to differ materially from
such forward-looking statements.

These  factors  include and are not  restricted  to,  costs  related to the
merger,  failure of IMRglobal  shareholders to approve the merger, the risk
that the expected benefits of the merger may not be realized, third parties
may  terminate or alter  existing  contracts if necessary  consents are not
obtained,  the  timing  and  size  of  contracts,  acquisitions  and  other
corporate  developments and merger and acquisition strategy, the ability to
attract  and  retain  qualified   employees,   market  competition  in  the
rapidly-evolving  information  technology  industry,  general  economic and
business  conditions,  variability  in operating  results,  potential  cost
overruns on fixed-price  projects,  and other risks identified in CGI Group
Inc.'s  Form  F-4   registration   statement,   which  includes  the  proxy
statement/prospectus for the IMRglobal shareholders special meeting, and in
CGI's  annual  or  periodic  reports  or Forms  40-F  (including  the risks
described in the  Management's  Discussion and Analysis  (MD&A)) filed with
the  U.S.  Securities  &  Exchange  Commission,  CGI  Group  Inc.'s  Annual
Information Form filed with Canadian securities commissions,  and IMRglobal
Corp.'s periodic filings with the SEC under the Securities  Exchange Act of
1934.  All of the risk  factors  included  in  these  filed  documents  are
included herein by reference

                                                                      .../3
<PAGE>

Press Release - page 3

The  forward-looking  statements included in this document are made only as
of the date of this  document.  CGI Group Inc.  and  IMRglobal  Corp.  each
disclaims   any   intention   or   obligation   to  update  or  revise  any
forward-looking statement,  whether as a result of new information,  future
events or otherwise.

Investors  are urged to read the  relevant  documents  that have been filed
with the SEC by CGI Group Inc. and IMRglobal  Corp. in connection  with the
merger,  including  the  proxy  statement/prospectus  included  in the  CGI
registration   statement  on  Form  F-4,  because  they  contain  important
information regarding the proposed merger,  including the identities of the
participants  in any  solicitation  of proxies or consents  from  IMRglobal
Corp. shareholders and a description of such participants' interests in any
such  solicitation.  You will be able to  obtain a free  copy of the  proxy
statement/prospectus  and any  other  documents  filed  with the SEC by CGI
Group Inc. and IMRglobal  Corp. in connection  with the merger at the SEC's
website,  www.sec.gov.  Investors and  shareholders  may also obtain a free
copy of the proxy  statement/prospectus  and other relevant documents filed
with the SEC by CGI and IMRglobal by contacting the CGI investor  relations
department at (514) 841-3230 and IMRglobal investor relations department at
(727) 467-8163.  CGI,  IMRglobal and their directors and executive officers
may be  deemed to be  participants  in the  solicitation  of  proxies  from
shareholders of IMRglobal in favor of the merger.  If you are interested in
obtaining  information  on the CGI and  IMRglobal  directors  and executive
officers, including their interests, if any, in IMRglobal common stock, you
are urged to read the proxy statement/prospectus.


                                    -30-
FOR MORE INFORMATION:


CGI
Investor inquiries                                Media inquiries
Ronald White                                      Eileen Murphy
Director, investor relations                      Director, media relations

(514) 841-3230                                    (514) 841-3430

                                 IMRglobal

Vincent Addonisio
Executive vice president and chief administrative officer
Tel:  (727) 467-8000
<PAGE>

                                 SIGNATURES

     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, thereunto duly authorized.




                                   CGI Group Inc.
                                   ------------------------------------------
                                   (Registrant)


                                By:      /s/ Paule Dore
                                    -----------------------------------------
                                Name:    Paule Dore
                                Title:   Executive Vice President and
                                         Chief Corporate Officer
                                         and Secretary

Date: July 13, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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