Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

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Item 1.   Security and Issuer.

     This Amendment No. 7 amends the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 14, 2004 as amended by Amendment No. 1 filed with the SEC on December 23, 2005, by Amendment No. 2 filed with the SEC on August 11, 2006, by Amendment No. 3 filed with the SEC on November 6, 2006, by Amendment No. 4 filed with the SEC on January 30, 2007, by Amendment No. 5 filed with the SEC on February 6, 2007 and by Amendment No. 6 filed with the SEC on July 26, 2007 (such schedule, as amended, the “Schedule 13D”) by BCE Inc. (“BCE”) and 3787877 Canada Inc. (“3787877”) relating to the Class A Subordinate Shares (the “Class A Shares”) of CGI Group Inc., a company incorporated under the laws of the Province of Québec (the “Company”). This Amendment No. 7 is filed by BCE, the Bell Canada Pension Plan (the “Plan”) and Bimcor Inc. (“Bimcor”, together with BCE and the Plan collectively referred to as the “Reporting Persons” and each as a “Reporting Person”). The principal executive offices of the Company are located at 1130 Sherbrooke Street West, 7^th Floor, Montréal, Québec, Canada, H3A 2M8. A joint filing agreement is attached hereto as Exhibit 1 to this Schedule 13D pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     This Amendment No. 7 relates to the following sales of Class A Shares through the facilities of the Toronto Stock Exchange (“TSX”):

	(i)		On August 21, 2007, the Plan sold 182,500 Class A Shares at $10.56 per share;
	(ii)		On August 22, 2007, the Plan sold 424,900 Class A Shares at $10.79 per share;
	(iii)		On August 23, 2007, the Plan sold 255,300 Class A Shares at $10.77 per share;
	(iv)		On August 24, 2007, the Plan sold 215,400 Class A Shares at $10.82 per share;
	(v)		On August 27, 2007, the Plan sold 80,500 Class A Shares at $10.87 per share;
	(vi)		On September 17, 2007, the Plan sold 308,600 Class A Shares at $11.11 per share;
	(vii)		On September 18, 2007, the Plan sold 308,600 Class A Shares at $11.05 per share;
	(viii)		On September 20, 2007, the Plan sold 85,000 Class A Shares at $11.40 per share;
	(ix)		On September 21, 2007, the Plan sold 245,100 Class A Shares at $11.12 per share;
	(x)		On November 19, 2007, the Plan sold 153,100 Class A Shares at $10.82 per share and 35,300 Class A Shares at $10.74 per share;
	(xi)		On November 20, 2007, the Plan sold 111,600 Class A Shares at $10.67 per share and 70,000 Class A Shares at $10.64 per share;
	(xii)		On November 21, 2007, the Plan sold 219,800 Class A Shares at $10.79 per share;

	(xiii)		On November 22, 2007, the Plan sold 30,200 Class A Shares at $10.64 per share;
	(xiv)		On November 26, 2007, the Plan sold 280,000 Class A Shares at $10.68 per share and 100,000 Class A Shares at $10.61 per share;
	(xv)		On November 28, 2007, the Plan sold 189,500 Class A Shares at $11.26 per share;
	(xvi)		On November 30, 2007, the Plan sold 310,500 Class A Shares at $11.35 per share;
	(xvii)		On December 4, 2007, the Plan sold 200,000 Class A Shares at $11.09 per share;
	(xviii)		On December 5, 2007, the Plan sold 100,000 Class A Shares at $11.65 per share and 400,000 Class A Shares at $11.32 per share.

The above sales are herein collectively referred to as the “Transactions”.

     The following amendments to Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby made.

Item 2.   Identity and Background.

     Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows:

     “This Amendment No. 7 to Schedule 13D (this “Amendment”) is being filed by the Reporting Persons.

     The Plan is a registered pension plan organized under the laws of Canada, and is the pension plan that covers the employees of Bell Canada and certain of its subsidiaries (the “Plan members”). Bell Canada, a corporation organized under the laws of Canada, is the sponsor and administrator of the Plan. Bimcor is a corporation organized under the laws of Canada that is a wholly-owned subsidiary of BCE and that manages independently from BCE the Plan’s investments. BCE is a corporation organized under the laws of Canada.

     The address of the principal place of business of BCE is 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7. The address of the principal place of business of Bell Canada, the Plan’s sponsor and administrator, is 1000, rue de la Gauchetière Ouest, Bureau 3700, Montréal, Québec, Canada H3B 4Y7. The address of the principal place of business of Bimcor is 1000, rue de la Gauchetière Ouest, Bureau 1300, Montréal, Québec, Canada H3B 5A7.

     The principal business activity of BCE is communications. The principal objective of the Plan is to pay pensions to Plan members when they terminate their employment with Bell Canada or its subsidiaries or, in the event of their death, to their designated beneficiaries. The principal business of Bimcor is the management of investments of the Plan and of investments of the pension plans of other BCE group companies. BCE is Canada’s

largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, BCE’s services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. BCE also holds an interest in CTVglobemedia, Canada’s premier media company. BCE shares are listed in Canada and the United States.

     Set forth on Schedules A-1 and A-2 to this Amendment, and incorporated herein by reference, are lists of the executive officers and directors of BCE and Bimcor that contain the following information with respect to each such person: (i) name; (ii) residence or business address; (iii) principal occupation or employment (and address of corporation or other organization in which such employment is conducted); and (iv) citizenship.

     During the last five years, none of the Reporting Persons and, to the best of the knowledge of BCE and Bimcor, none of the persons named on Schedules A-1 and A-2 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 4.   Purpose of Transaction.

     Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:

     “The Transactions were made in the ordinary course of business.

     BCE has no current intention to acquire additional securities of the Company. However, BCE reserves the right to change its plans and intentions with respect to the Company at any time and BCE may, from time to time, sell or acquire Class A Shares (or other securities of the Company) in public or private transactions.

     The matters set forth in Item 6 below are incorporated in this Item 4 by reference as if fully set forth herein.

     Except as set forth in this Item 4 (including the matters described in Item 6 which are incorporated in this Item 4 by reference), the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Exchange Act.”

Item 5.   Interest in Securities of the Issuer.

     Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:

     “(a)   Giving effect to the Transactions, BCE, the Plan and Bimcor are the beneficial owners of 14,139,761 Class A Shares representing 4.88% of the outstanding Class A Shares. The calculation of the foregoing percentage is based on the approximately 289.9 million Class A Shares outstanding on December 5, 2007.

     (b)   Giving effect to the Transactions, BCE has the sole power to vote or to direct the vote or dispose or direct the disposition of no Class A Shares. Giving effect to the Transactions, the Plan and Bimcor have the shared power to vote or to direct the vote or dispose or direct the disposition of 14,139,761 Class A Shares. Giving effect to the Transactions, BCE may be considered to have the shared power to vote or to direct the vote or dispose or direct the disposition of 14,139,761 Class A Shares. However, BCE disclaims beneficial ownership of the Class A Shares held by the Plan.

     To the best of the knowledge of BCE and Bimcor, the following persons named on Schedules A-1 or A-2 beneficially own the following amounts of Class A Shares and have sole voting power and sole dispositive power with respect to such shares (in each case the amount of Class A Shares accounts for less than 1% of the total outstanding amount of Class A Shares):

(i)		André Bérard		5,000 Class A Shares
(ii)		The Honourable Edward C. Lumley		4,000 Class A Shares
(iii)		Alain Bilodeau		800 Class A Shares

     (c)   No transactions, other than the Transactions, were effected in the past sixty days in this class of securities by the Reporting Persons.

     To the best of the knowledge of BCE and Bimcor, there were no transactions effected in the past sixty days in this class of securities by any of the persons named on Schedules A-1 and A-2 hereto.

     (d)   No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Shares held by the Reporting Persons or the persons named on Schedules A-1 or A-2 other than each of the Reporting Persons or such persons named on Schedules A-1 or A-2.

     (e)   The Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Shares on December 5, 2007.”

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows:

     “The response to Item 4 of this Schedule 13D is incorporated herein by reference.

     BCE and its wholly-owned subsidiaries holding any Class A Shares or Class B Shares or other securities of the Company (collectively, “Securities”) have certain registration rights with respect to the Securities held by them pursuant to the terms and conditions set forth in the Registration Rights Agreement entered into as of July 1, 1998 among BCE, Bell Canada and the Company (the “Registration Rights Agreement”).

     This description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which has been filed as Exhibit 5 to this Schedule 13D on May 14, 2004 and is incorporated herein by reference.

     Except as described above or elsewhere in this Amendment or incorporated by reference in this Amendment, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or, to the best of their knowledge, any of the other persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.”

Item 7.   Material to be filed as Exhibits.

     Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof:

“Exhibit 1:   Joint Filing Agreement dated December 11, 2007 among BCE Inc., Bell Canada, in its capacity as administrator of the Bell Canada Pension Plan and Bimcor Inc.”

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 11, 2007

SCHEDULE A-1

DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.

The following sets forth the name, residence or business address, principal occupation or employment and citizenship of the directors and principal executive officers of BCE Inc.

				Principal Occupation or
				Employment (and address of
				corporation or other
				organization in which such
Name		Residence or Business Address		employment is conducted)		Citizenship
Directors
André Bérard		600, de La Gauchetière W., 27th Floor Montréal, Québec, Canada H3B 4L2		Corporate Director, 600 de La Gauchetière W., 27th floor, Montréal, Québec, Canada H3B 4L2		Canadian
Ronald A. Brenneman		150 – 6th Avenue S.W., P.O. Box 2844 Calgary, Alberta, Canada T2P 3E3		President and Chief Executive Officer, Petro-Canada (petroleum company), 150 – 6th Avenue S.W., P.O. Box 2844, Calgary, Alberta, Canada T2P 3E3		Canadian
Richard J. Currie		483 Bay Street, 7th Floor, North Tower Toronto, Ontario, Canada M5G 2C9		Chair of the board, BCE and Bell Canada, 483 Bay Street, 7th floor, North Tower, Toronto, Ontario, Canada M5G 2C9		Canadian
Anthony S. Fell		200 Bay Street, 3rd Floor, South Tower Toronto, Ontario, Canada M5J 2W7		Chair of the board, RBC Dominion Securities Limited (investment bank), 200 Bay Street, 3rd floor, South Tower, Toronto, Ontario, Canada M5J 2W7		Canadian
Donna Soble Kaufman		2 St. Clair Avenue East, Suite 800 Toronto, Ontario, Canada M4T 2T5		Corporate Director and Lawyer, 2 St. Clair Avenue East, Suite 800 Toronto, Ontario, Canada M4T 2T5		Canadian
Brian M. Levitt		1000, de La Gauchetière W., 21st Floor Montréal, Québec, Canada H3B 4W5		Partner and Co-Chair, Osler, Hoskin & Harcourt LLP (law firm), 1000, de La Gauchetière W., 21st Floor Montréal, Québec, Canada H3B 4W5		Canadian
The Honourable Edward C. Lumley		1 First Canadian Place, 4th Floor, P.O. Box 150 Toronto, Ontario, Canada M5X 1H3		Vice-Chairman, BMO Nesbitt Burns Inc. (investment bank), 1 First Canadian Place, 4th Floor, P.O. Box 150 Toronto, Ontario, Canada M5X 1H3		Canadian
Judith Maxwell		305 Clemow Avenue Ottawa, Ontario, Canada K1S 2B7		Research Fellow, Canadian Policy Research Networks, Inc. (non-profit organization conducting research on work, family, health, social policy and public involvement), 600-250 Albert St. Ottawa, Ontario, Canada K1P 6M1		Canadian

				Principal Occupation or
				Employment (and address of
				corporation or other
				organization in which such
Name		Residence or Business Address		employment is conducted)		Citizenship
John H. McArthur		Gallatin Hall C1-3D, Soldiers Field Boston, Massachusetts USA 02163		Dean Emeritus, Harvard University Graduate School of Business Administration (university), Gallatin Hall C1-3D, Soldiers Field Boston, Massachusetts USA 02163		Canadian
Thomas C. O’Neill		20 Burkebrook Place, PH03, Toronto, Ontario, Canada M4G 0A1		Corporate Director and Chartered Accountant, 33 Geraldine Court, Don Mills, Ontario, Canada M3A 1N2		Canadian
James A. Pattison		1067 West Cordova Street, Suite 1800 Vancouver, British Columbia, Canada V6C 1C7		Chairman and Chief Executive Officer, The Jim Pattison Group (diversified consumer oriented company), 1067 West Cordova Street, Suite 1800, Vancouver, British Columbia, Canada V6C 1C7		Canadian
Robert C. Pozen		500 Boylston Street Boston, Massachusetts USA 02116		Chair of the board, MFS Investment Management (global investment manager), 500 Boylston Street, Boston, Massachusetts USA 02116		American
Michael J. Sabia		1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		President, Chief Executive Officer and Director of BCE, 1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		Canadian
Paul M. Tellier		935 de La Gauchetière W., 17th Floor Montréal, Québec, Canada H3B 2M9		Corporate Director, 935 de La Gauchetière W., 17th Floor, Montréal, Québec, Canada H3B 2M9		Canadian
Victor L. Young		9 Primrose Place St. John’s, Newfoundland, Canada A1B 4H1		Corporate Director, 9 Primrose Place, St. John’s, Newfoundland, Canada A1B 4H1		Canadian
Executive Officers
Alain Bilodeau		1000, de La Gauchetière W., 4th Floor Montréal, Québec, Canada H3B 4Y7		Senior Vice-President of BCE (President, BCE Corporate Services), 1000, de La Gauchetière W., 4th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Michael T. Boychuk		1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		Senior Vice-President and Treasurer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Karyn A. Brooks		1000, de La Gauchetière W., 7th Floor Montréal, Québec, Canada H3B 4Y7		Senior Vice-President and Controller of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
William J. Fox		1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		Executive Vice-President — Communications and Corporate Development of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian

				Principal Occupation or
				Employment (and address of
				corporation or other
				organization in which such
Name		Residence or Business Address		employment is conducted)		Citizenship
Leo W. Houle		1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		Chief Talent Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Lawson A.W. Hunter		110 O’Connor Street, 14th Floor Ottawa, Ontario, Canada K1P 1H1		Executive Vice-President and Chief Corporate Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Patricia A. Olah		1000, de La Gauchetière W., 41st Floor Montréal, Québec, Canada H3B 5H8		Corporate Secretary and Lead Governance Counsel of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		American
L. Scott Thomson		1000, de la Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Executive Vice-President-Corporate Development and Planning of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Wayne L. Tunney		1000, de La Gauchetière W., 37th Floor Montréal, Québec, Canada H3B 4Y7		Senior Vice-President — Taxation of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Martine Turcotte		1000, de la Gauchetière W., 38th Floor, Montréal, Québec, Canada H3B 4Y7		Chief Legal Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Siim A. Vanaselja		1000, de la Gauchetière W., 38th Floor, Montréal, Québec, Canada H3B 4Y7		Chief Financial Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Nicholas Zelenczuk		483 Bay Street, Floor 9S-Orange Toronto, Ontario, Canada M5G 2C9		Senior Vice-President — Audit and Risk Management of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian

SCHEDULE A-2

DIRECTORS AND EXECUTIVE OFFICERS OF
BIMCOR INC.

     The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and principal executive officers of Bimcor Inc.

				Principal Occupation or
				Employment (and address of
				corporation or other
				organization in which such
Name		Residence or Business Address		employment is conducted)		Citizenship
Directors
Michael T. Boychuk		1000, rue de La Gauchetière West, 37th Floor Montréal, Québec, Canada H3B 4Y7		Senior Vice-President and Treasurer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Paul Gauthier		1000, rue de La Gauchetière West, 13th Floor Montréal, Québec, Canada H3B 5A7		President and Chief Executive Officer of Bimcor, 1000, de La Gauchetière W., 13th Floor, Montréal, Québec, Canada H3B 5A7		Canadian
Leo W. Houle		1000, rue de La Gauchetière West, 37th Floor Montréal, Québec, Canada H3B 4Y7		Chief Talent Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Ted H. Ignacy		1601 Telesat Court, Gloucester, Ontario, Canada, K1B 5P4		Vice-President Finance and Treasurer of Telesat, 1601 Telesat Court, Gloucester, Ontario, Canada K1B 5P4		Canadian
Martine Turcotte		1000, rue de La Gauchetière West, 37th Floor Montréal, Québec, Canada H3B 4Y7		Chief Legal Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Siim A. Vanaselja		1000, rue de La Gauchetière West, 37th Floor Montréal, Québec, Canada H3B 4Y7		Chief Financial Officer of BCE, 1000, de La Gauchetière W., 37th Floor, Montréal, Québec, Canada H3B 4Y7		Canadian
Executive Officers
Peter S. Jarvis		483 Bay Street, Floor 9, Toronto, Ontario, Canada M5G 2E1		Chief Investment Officer of Bimcor, 483 Bay Street, 9th floor, Toronto, Ontario, Canada M5G 2E1		Canadian
Brian Kouri		1000, rue de La Gauchetière West, 13th Floor Montréal, Québec, Canada H3B 5A7		VP Finance and Administration of Bimcor, 1000, de La Gauchetière W., 13th Floor Montréal, Québec, Canada H3B 5A7		Canadian
Harry J. Riva		483 Bay Street, Floor 9, Toronto, Ontario, Canada M5G 2E1		VP and General Counsel of Bimcor, 483 Bay Street, 9th floor, Toronto, Ontario, Canada M5G 2E1		Canadian