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

Bancolombia S.A.

(Translation of registrant’s name into English)

Calle 50 No. 51-66
Medellín, Colombia
(Address of principal executive offices)

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

Form 20-F þ       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  _____ 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(2):  _____ 

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 o       No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

 

 

CONSOLIDATED FINANCIAL RESULTS
FOR THE QUARTER ENDED MARCH 31, 2008

May 7, 2008. Medellín, Colombia — Today, BANCOLOMBIA S.A. (“BANCOLOMBIA” or the “Bank”) (NYSE: CIB) announced its financial results for the first quarter of fiscal year 2008, ended March 31, 2008.¹

CONSOLIDATED BALANCE SHEET		Quarter
AND INCOME STATEMENT		Pro forma												Growth
(Ps. millions)		1Q 07				4Q 07				1Q 08				1Q 08 / 4Q 07				1Q 08 / 1Q 07
ASSETS
Loans and financial leases, net			30,256,035				36,245,473				36,607,315				1.00	%			20.99	%
Investment securities, net			6,537,483				5,774,251				5,899,352				2.17	%			-9.76	%
Other assets			8,282,094				10,131,925				9,228,530				-8.92	%			11.43	%
Total assets			45,075,612				52,151,649				51,735,197				-0.80	%			14.77	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits			29,513,334				34,374,150				33,299,951				-3.13	%			12.83	%
Non-interest bearing			4,633,023				5,804,724				4,676,607				-19.43	%			0.94	%
Interest bearing			24,880,311				28,569,426				28,623,344				0.19	%			15.04	%
Other liabilities			11,472,591				12,578,229				13,514,534				7.44	%			17.80	%
Total liabilities			40,985,925				46,952,379				46,814,485				-0.29	%			14.22	%
Shareholders’ equity			4,089,687				5,199,270				4,920,712				-5.36	%			20.32	%
Total liabilities and shareholders’ equity			45,075,612				52,151,649				51,735,197				-0.80	%			14.77	%
Interest income			1,039,588				1,375,701				1,419,605				3.19	%			36.55	%
Interest expense			423,273				588,349				623,160				5.92	%			47.22	%
Net interest income			616,315				787,352				796,445				1.15	%			29.23	%
Net provisions			(70,395	)			(210,719	)			(173,234	)			-17.79	%			146.09	%
Fees and income from service, net			266,061				348,778				306,941				-12.00	%			15.36	%
Other operating income			32,305				132,207				134,743				1.92	%			317.10	%
Operating expense			(547,843	)			(601,721	)			(600,639	)			-0.18	%			9.64	%
Non-operating income, net			2,903				3,821				(53,429	)			-1498.30	%			-1940.48	%
Income tax expense			(92,951	)			(137,222	)			(156,951	)			14.38	%			68.85	%
Net income			206,395				322,496				253,876				-21.28	%			23.00	%

This report contains pro forma figures for 1Q07. The unaudited pro forma combined condensed financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of BANCOLOMBIA would have been, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. These pro forma financial statements reflect certain assumptions, including (i) that the acquisition of Banagricola S.A. (“BANAGRICOLA”) was consummated on June 30, 2006, while it in fact occurred in May 2007, and (ii) that the Bank’s capital structure at June 30, 2006 was the same as the one present at July 31, 2007. The unaudited pro forma financial statements do not include the realization of cost savings from operating efficiencies, revenue synergies or other restructuring costs resulting from or expected to result from the acquisition of BANAGRICOLA.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All forward-looking statements, whether made in this release or in future filings or press releases or orally, address matters that involve risks and uncertainties; consequently, there are or will be factors, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products by other companies, lack of acceptances of new products or services by our targeted customers, changes in business strategy and various others factors, that could cause actual results to differ materially from those indicated in such statements. We do not intend, and do not assume any obligation, to update these forward-looking statements. Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments.

Any reference to BANCOLOMBIA means the Bank together with its affiliates, unless otherwise specified.

Representative Market Rate: April 1 2008 Ps. 1,834.96= US$ 1 Average Representative Market Rate March 2008 Ps. 1,913.42= US$ 1

1.

SUMMARY:

During the quarter ended March 31, 2008 (“1Q08”) BANCOLOMBIA recorded net income of Ps. 253.9 billion, an increase of 23.0% as compared to the pro forma Ps. 206.4 billion for the quarter ended March 31, 2007 (“1Q07”). This increase was mainly driven by:

•

Net interest income that amounted to Ps. 796.4 billion in 1Q08, resulting in an increase of 29.2% as compared to the pro forma figures for 1Q07.

•

Net fees and income from services that amounted to Ps. 306.9 billion in 1Q08, representing an increase of 15.4% as compared to the pro forma figures for 1Q07.

•

Other operating income that amounted to Ps. 134.7 billion in 1Q08, representing an increase of 317.1% as compared to the pro forma figures for 1Q07.

•

Total operating expenses that amounted to Ps. 584.1 billion in 1Q08. This represents an increase in total operating expenses of 0.4% as compared to the quarter ended December 31 2007 (“4Q07”) and 9.8% as compared to the pro forma figures for 1Q07.

•

The Bank’s efficiency ratio that amounted to 48.5% for 1Q08. Efficiency is measured as the ratio between operating expenses and net operating income. The efficiency ratio for 1Q08 compares favorably to the 59.9% pro forma efficiency ratio for 1Q07.

The operating results for 1Q08 were partially off-set by:

•

Provisions for loan and accrued interest losses that amounted to Ps. 193.9 billion for 1Q08. This represents an increase of 99.7% when compared to the pro forma figures for 1Q07.

•

Income tax expense for 1Q08 that amounted to Ps 156.9 billion. This represents an increase of 14.4% as compared to 4Q07 and 68.8% as compared to the pro forma figures for 1Q07.

		As of March 31, 2008, BANCOLOMBIA’s net loans totaled Ps. 36,607 billion, increasing 21.0% as compared to the pro forma Ps. 30,256 billion as of March 31, 2007. The lower loan growth rate correlates with the higher interest rates implemented by Colombian Central Bank (the “Central Bank”) as part of a more restrictive monetary policy intended to maintain sustainable long term growth for the Colombian economy.
		BANCOLOMBIA’s ratio of past due loans to total loans as of March 31, 2008 increased to 3.4% as compared to 2.9% in 4Q07 and to 2.9% in 1Q07. An increased number of delinquencies during 1Q08 affected this ratio.

		Quarter
		Pro forma
KEY FINANCIAL HIGHLIGHTS		1Q 07				4Q 07				1Q 08
Net Income (Ps. millions)			206,395				322,496				253,876
Basic and Diluted net income per ADS			0.478				0.813				0.702
Return on average total assets (1)			1.87	%			2.57	%			1.95	%
Return on average shareholders’ equity (2)			19.65	%			25.99	%			19.67	%
P/BV ADS (3)			2.92				2.61				2.60
P/BV Local (4) (5)			2.89				2.56				2.36
P/E (6)			14.37				10.39				11.86
ADR price			27.69				34.20				35.46
Weighted average of Preferred and Common Shares outstanding			787,827,003				787,827,003				787,827,003

2.

CONSOLIDATED BALANCE SHEET

2.1.		Assets
		BANCOLOMBIA’s total assets amounted to Ps. 51,735 billion as of March 31, 2008, a decrease of 0.8% as compared to Ps. 52,152 billion as of December 31, 2007 and an increase of 14.8% as compared to the pro forma Ps. 45,076 billion as of March 31, 2007.
2.1.1.		Loan Portfolio
		Net loans and financial leases represented 70.8% of assets as of March 31, 2008, amounting to Ps. 36,607 billion. Loan growth was moderate in 1Q08, registering a 1.0% increase as compared to 4Q07 and 21.0% as compared to the pro forma figures for 1Q07, driven by the following factors:

	•		As a consequence of the more restrictive monetary policy implemented by the Central Bank since the first quarter of 2006, higher interest rates have generally slowed the loan growth of Colombian financial institutions, including BANCOLOMBIA.
	•		A strong appreciation of the Colombian peso against the U.S. dollar in 1Q08 (8.9% nominal appreciation) affected the loan growth because of a lower Colombian peso conversion of the U.S. dollar denominated loans; which comprise 26.3% of the Bank’s gross loan portfolio as of March 31, 2008. Colombian peso denominated loans grew 3.0% as compared to 4Q07 and 29.0% as compared to pro forma figures for 1Q07. For the same periods, the U.S. dollar denominated loans grew 3.8% and 18.7% U.S dollar terms respectively, but overall growth was impacted by U.S. dollar depreciation.

LOAN PORTFOLIO		Mar-07				As of								Growth
(Ps. millions)		Pro forma				Dec-07				Mar-08				Mar-08/Dec-07				Mar-08/Mar-07
CORPORATE
Working capital loans			14,321,116				16,099,499				15,825,682				-1.70	%			10.51	%
Loans funded by domestic development banks			425,181				882,715				851,755				-3.51	%			100.33	%
Trade Financing			862,772				1,159,546				1,229,712				6.05	%			42.53	%
Overdrafts			136,225				59,146				141,521				139.27	%			3.89	%
Credit Cards			57,488				43,159				37,949				-12.07	%			-33.99	%
TOTAL CORPORATE			15,802,782				18,244,065				18,086,619				-0.86	%			14.45	%
RETAIL AND SMEs
Working capital loans			2,458,697				3,729,344				3,691,082				-1.03	%			50.12	%
Personal loans			3,752,791				3,778,558				3,835,763				1.51	%			2.21	%
Loans funded by domestic development banks			386,862				719,211				752,106				4.57	%			94.41	%
Credit Cards			1,020,386				2,020,611				2,123,973				5.12	%			108.15	%
Overdrafts			199,369				218,006				288,780				32.46	%			44.85	%
Automobile loans			1,047,345				1,312,396				1,333,066				1.57	%			27.28	%
Trade Financing			67,615				97,978				73,653				-24.83	%			8.93	%
TOTAL RETAIL AND SMEs			8,933,065				11,876,104				12,098,423				1.87	%			35.43	%
MORTGAGE			2,752,105				2,883,628				3,066,537				6.34	%			11.43	%
FINANCIAL LEASES			3,832,573				4,698,827				4,814,395				2.46	%			25.62	%
Total loans and financial leases			31,320,525				37,702,624				38,065,974				0.96	%			21.54	%
Allowance for loan losses and financial leases			(1,064,490	)			(1,457,151	)			(1,458,659	)			0.10	%			37.03	%
Total loans and financial leases, net			30,256,035				36,245,473				36,607,315				1.00	%			20.99	%

		Corporate loans amounted to Ps. 18,087 billion as of March 31, 2008, decreasing 0.9% as compared to 4Q07 and increasing 14.4% as compared to pro forma Ps. 15,803 billion for 1Q07. Corporate loans represent 47.5% of BANCOLOMBIA’s gross loan portfolio.
		Retail and small and medium-sized enterprise (“SME”) loans amounted to Ps. 12,098 billion as of March 31, 2008. This represents an increase of 1.9% as compared to 4Q07 and 35.4% as compared to the pro forma figures for 1Q07. Retail and SME’s loans represent 31.8% of BANCOLOMBIA’s gross loan portfolio.
		Financial leases amounted to Ps. 4,814 billion, increasing 2.5% as compared to 4Q07 and 25.6% as compared to pro forma figures for 1Q07. Financial leases represent 12.6% of the gross loan portfolio.
		Mortgage loans, which represent 8.1% of the gross loan portfolio, were the most dynamic segment in 1Q08 amounting Ps. 3,066 billion. Despite that BANCOLOMBIA did not securitize any mortgage loans in 1Q08, securitizations of this type of loans were significant in 2007 when the Bank securitized 50% of the loans originated. Mortgage loans, including past securitizations, recorded an increase of 17.3% compared to the pro forma figures for 1Q07 and 5.4% as compared to 4Q07.
2.1.2.		Investment Portfolio
		As of March 31, 2008, BANCOLOMBIA’s net investment securities amounted to Ps. 5,899 billion and represented an increase of 2.2% when compared to the figures as of December 31, 2007, and a decrease of 9.8% when compared to the pro forma figures as of March 31, 2007.
		As of March 31, 2008, investments in debt securities amounted to Ps. 5,688 billion and represented 96.4% of BANCOLOMBIA’s net investment securities, maintaining a stable relative size comprising 11.0% of total assets. Debt securities increased 1.6% as compared to December 31, 2007, when debt securities amounted to Ps. 5,597 billion and represented 10.7% of total assets, and a decrease of 9.1% as compared to the Ps. 6,259 billion pro forma figure as of March 31, 2007 which represented 14.5% of total assets.

Debt securities portfolio breakdown by type of issuer

		Government				Government								Corporate
Debt Securities		(Colombia)				(Others)				MBS (TIPS)				(Others)				Total
Trading			20	%			0	%			2	%			15	%			37	%
Available for sale			11	%			5	%			11	%			7	%			34	%
Held to Maturity			10	%			10	%			7	%			3	%			29	%
Total			40	%			15	%			19	%			25	%			100	%

2.1.3. Asset Quality

As of March 31, 2008, the Bank’s past due loans accounted for 3.4% of total loans, increasing from the 2.9% recorded as of December 31, 2007 and from the 2.8% recorded in the pro forma figures for 1Q07.

The asset deterioration presented during the period was driven by:

	•		Lower loan growth rates and the maturing of some of the Bank’s recently originated loans.
	•		Higher interest rates affecting the loan portfolio and the economy directly impact the level of delinquencies and contribute to the deterioration trend.

The level of coverage measured by the ratio of allowances to past due loans decreased to 115.2% from 134.9% in 4Q07. The ratio of allowances to loans classified as C, D and E (i.e. those of an inferior quality as measured by their number of days past due) at the end of 1Q08 increased to 131.4% from 127.4% in 4Q07.

As of March 31, 2008, allowances for loan losses represent 4.15% of gross loans and financial leases, while non performing loans represent 1.86% of gross loans and financial leases.

LOANS AND FINANCIAL LEASES CLASSIFICATION		Mar-07
(Ps. millions)		Pro forma								Dec-07								Mar-08
“A” Normal			29,653,758				94.7	%			35,397,502				93.9	%			35,780,026				94.0	%
“B” Subnormal			818,101				2.6	%			1,135,023				3.0	%			1,152,247				3.0	%
“C” Deficient			323,033				1.0	%			300,085				0.8	%			301,742				0.8	%
“D” Doubtful recovery			266,480				0.9	%			604,034				1.6	%			518,490				1.4	%
“E” Unrecoverable			259,153				0.8	%			265,980				0.7	%			313,469				0.8	%
Total			31,320,525				100	%			37,702,624				100	%			38,065,974				100	%
Loans and financial leases classified as C, D and E as a percentage of total loans and financial leases			2.7	%							3.1	%							3.0	%

		As of
ASSET QUALITY		Pro forma												Growth
( Ps. millions)		Mar-07				Dec-07				Mar-08				1Q 08 / 4Q 07				1Q 08 / 1Q 07
Total performing past due loans (1)			406,028				438,566				584,416				33.26	%			43.93	%
Total non-performing past due loans			484,475				666,367				708,370				6.30	%			46.21	%
Total past due loans			890,503				1,104,933				1,292,786				17.00	%			45.17	%
Allowance for loans and accrued interest losses			1,080,312				1,490,454				1,489,572				-0.06	%			37.88	%
Past due loans to total loans			2.84	%			2.93	%			3.40	%
Non-performing loans as a percentage of total loans			1.55	%			1.77	%			1.86	%
“C”, “D” and “E” loans as a percentage of total loans			2.71	%			3.10	%			2.98	%
Allowances to past due loans (2)			121.31	%			134.89	%			115.22	%
Allowance for loan and accrued interest losses as a percentage of “C”, “D” and “E” loans (2)			127.30	%			127.38	%			131.39	%
Allowance for loan and accrued interest losses as a percentage of non-performing loans (2)			222.99	%			223.67	%			210.28	%
Allowance for loan and accrued interest losses as a percentage of total loans			3.45	%			3.95	%			3.91	%
Percentage of performing loans to total loans			98.45	%			98.23	%			98.14	%

2.2

Liabilities

As of March 31, 2008, BANCOLOMBIA had Ps 33,300 billion of total deposits which represents a decrease of 3.1% as compared to 4Q07 and an increase of 12.8% as compared to the pro forma figures for 1Q07.

Non-interest bearing deposits decreased 19.4% over 1Q08 due primarily to the seasonal effect caused by lower economic activity at the beginning of the fiscal year and increased 0.9% as compared to 1Q07. Interest bearing deposits increased 0.2% in 1Q08 and 15.0% as compared to the pro forma figures for 1Q07. As a result, deposit composition changed over the last 12 months non-interest bearing deposits reached 14% of total deposits by 1Q08 while interest bearing deposits increased their relative proportion to 86% of total deposits. These changes were driven by the implementation of marginal reserve requirements, which are higher for savings and checking accounts (27% marginal reserve requirement) than for time deposits (5% marginal reserve requirement), conditions that affect the funding preferences among Colombian banks.

		Mar-07				Participation				Dec-07				Participation				Mar-08				Participation
Checking Accounts			5,795,816				19.6	%			6,868,275				20.0	%			5,619,395				16.9	%
Time Deposits			10,869,612				36.8	%			14,304,727				41.6	%			14,532,213				43.6	%
Savings deposits			12,376,325				41.9	%			12,697,288				36.9	%			12,739,551				38.3	%
Other			471,581				1.6	%			503,860				1.5	%			408,792				1.2	%
Total Deposits			29,513,334				100	%			34,374,150				100	%			33,299,951				100	%

2.3

Shareholders’ Equity

BANCOLOMBIA’s shareholders’ equity amounted to Ps. 4,921 billion at the end of 1Q08, which represents a decrease of 5.4% as compared to 4Q07 and an increase of 20.3% as compared to the pro forma figures for 1Q07. The decrease is explained by the dividend payment of Ps. 447.5 billion approved at the general shareholders meeting held on March 10, 2008.

At the end of 1Q08, the Bank’s consolidated ratio of technical capital to risk-weighted assets was 11.9%, a slight decrease from the 12.67% recorded in 4Q07, but still 291 basis points above the minimum established by Colombian regulators.

TECHNICAL CAPITAL RISK WEIGHTED ASSETS		Pro forma
Consolidated (Ps. millions)		Mar-07				Dec-07				Mar-08
Basic capital (Tier I)			3,975,804				4,729,101				4,386,709
Additional capital (Tier II)			488,576				1,179,216				1,088,900
Technical capital (1)			4,464,380				5,908,317				5,475,609
Risk weighted assets included market risk			39,344,974				46,628,036				45,978,130
CAPITAL ADEQUACY (2)			11.35	%			12.67	%			11.91	%

3.

INCOME STATEMENT

BANCOLOMBIA’s net income amounted to Ps. 253.9 billion for 1Q08, increasing 23.0% over pro forma 1Q07, driven by higher net interest income, fees and other operating income, lower operating expenses and partially off-set by higher provisions and taxes over the quarter.

Net income for 1Q08 decreased 21.3% as compared to the Ps. 322.5 billion for 4Q07 due to lower fees, higher tax expenses and higher non-operating expenses.

Return on average equity for 1Q08 was 19.7% which represents a slight increase from 19.6% in the pro forma figures for 1Q07.

3.1.

Net Interest Income

During 1Q08, interest on loans reached Ps. 1,133 billion, increasing 5.8% as compared to 4Q07. This represents an increase of 42.0% as compared to the Ps. 797.9 billion recorded in the pro forma figures for 1Q07.

Interest on investment securities decreased 24.7% in 1Q08 to Ps. 79,703 million. This decrease was due to a decrease in the price of Colombian bonds which was led by higher inflation and interest rates during 1Q08.

Overall, total interest income increased 3.2% in 1Q08 over 4Q07. However, total interest expense increased at a higher rate of 5.9%, driven by the higher percentage of interest bearing deposits combined with higher interest rates paid on deposits and other interest bearing liabilities. As a result, net interest income increased 1.1% as compared to 4Q07 and loans net interest margin for 1Q08 decreased slightly to 8% from 8.1% in 4Q07. Net interest margin decreased from 7.2% in 4Q07 to 7.0% in 1Q08, as the net interest margin was affected by decreased consumer demand for investment securities.

3.2.		Provisions
		Total net provisions for 1Q08 amounted to Ps. 173.2 billion, increasing 146.1% as compared to the pro forma figures for 1Q07 and decreasing 17.8% as compared to 4Q07. Specifically, provisions for loans and accrued interest losses increased 99.7% in 1Q08 as compared to pro forma 1Q07 driven by a larger loan portfolio, stricter regulatory requirements to regulation and a higher level of past due loans in 1Q08 as compared to the pro forma figures of 1Q07. On the other hand, recoveries on provisions for foreclosed assets and other assets decreased 67.9% over the same period, also contributing to the higher level of net provisions.
3.3.		Fees and Income from Services
		Net fees and income from services amounted to Ps. 306.9 billion during 1Q08, increasing 15.4% as compared to the pro forma figures as of 1Q07, driven by the performance of credit and debit cards annual fees, commissions from banking services, fiduciary activities and collections and payment fees, each registering an increase above 20%. Net fees and income from services decreased 12% over 4Q07, due to seasonal decline in economic activity in the first quarter as compared to the typically dynamic fourth quarter.
		Credit and debit card annual fees represented the highest share of fees and commissions from services, amounting to Ps 78.5 billion, an increase of 38.8% as compared to the pro forma figures for 1Q07. On the other hand, commissions from banking services and other services decreased 39.4% as compared to 4Q07, again, due to the lower economic activity in the first quarter.
		BANCOLOMBIA’s accumulated unconsolidated credit card billing increased 32.0% when compared to the pro forma figures for 1Q07, resulting in a 25.5% market share of the Colombian credit card business. In addition, the Bank’s number of outstanding credit cards increased 30.5%, resulting in a 17.3% market share of the Colombian total outstanding credit cards at the end of 1Q08.

ACCUMULATED CREDIT CARD BILLING										%				2008
(Ps. millions)		Mar-07				Mar-08				Growth				Market Share
Bancolombia VISA			307,976				397,163				28.96	%			8.11	%
Bancolombia Mastercard			432,118				508,245				17.62	%			10.38	%
Bancolombia American Express			208,065				345,805				66.20	%			7.06	%
Total Bancolombia			948,159				1,251,214				31.96	%			25.55	%
Colombian Credit Card Market			4,370,977				4,897,204				12.04	%

Source: Credibanco y Redeban multicolor

CREDIT CARD MARKET SHARE										%				2008
(Outstanding credit cards)		Mar-07				Mar-08				Growth				Market Share
Bancolombia VISA			240,093				308,118				28.33	%			5.86	%
Bancolombia Mastercard			297,601				338,239				13.66	%			6.43	%
Bancolombia American Express			159,536				263,737				65.32	%			5.02	%
Total Bancolombia			697,230				910,094				30.53	%			17.31	%
Colombian Credit Card Market			4,752,429				5,257,267				10.62	%

Source: Credibanco y Redeban multicolor

3.4.		Other Operating Income
		Total other operating income amounted to Ps. 134.7 billion for 1Q08, continuing the performance of 4Q07, increasing 1.9% compared to 4Q07. Total other operating income increased 317.1% as compared to the pro forma figures for 1Q07 driven by foreign currency forward contracts. Foreign currency forward contracts gains sufficiently offset the currency exchange loss presented in 1Q08 as a consequence of the Colombian peso and its impact on the valuation of the Bank’s net U.S. dollar position.

3.5.		Operating expenses
		During 1Q08, operating expenses amounted to Ps. 584.1 billion, posting a slight increase of 0.3% as compared to 4Q07 and an increase of 9.8% as compared to the pro forma figures for 1Q07.
		Personnel expenses (the sum of salaries and employee benefits, bonus plan payment and compensation) for 1Q08 decreased 4.1% as compared to 4Q07 and increased 8.6% as compared to the pro forma figures for 1Q07. This increase is due primarily to BANCOLOMBIA’s employees salary increase effective from the beginning of the year. Administrative and other expenses increased 6.6% as compared to 4Q07 and 8.3% as compared to the pro forma figures for 1Q07.
		BANCOLOMBIA’s ratio of operating expenses to net operating income improved during 1Q08, reaching 48.5%, which compares favorably to the 59.9% recorded in the 1Q07 pro forma figures. The Bank’s efficiency, measured as operating expenses over average total assets, was 4.6% for 1Q08, a decline as compared to 5.0% in the pro forma figures for 1Q07 and to 4.8% in 4Q07.
3.6.		Non Operating Income / Expense
		As a consequence of the decisions of the Tribunal Superior de Bogota which dismissed complaints filed by BANCOLOMBIA that sought the annulment of a January 30, 2004 arbitral award that ordered compensation to a class of minority shareholders of the former Banco de Colombia, and the annulment of a May 16, 2006 arbitral award that ordered compensation to the sellers of the former
		Banco de Colombia, during 1Q08 the Bank recorded additional allowances that total Ps 52.42 billion, an amount, together with previous allowances, sufficient to cover the entire amount of both arbitral awards.
3.7.		Income tax expense
		Income tax expense for 1Q08 amounted to Ps 156.9 billion increasing 14.4% as compared to 4Q07 and 68.8% as compared to the pro forma figures for 1Q07. The effective tax rate rose in 1Q08 because the tax expense for 1Q08 includes the income tax realized from dividends received from the Bank’s subsidiaries; these dividends, however, are not included in income for 1Q08 because they were recorded in the consolidated results for 2007.

		Quarter
PRINCIPAL RATIOS		1Q 07(1)
PROFITABILITY		Pro forma				4Q 07				1Q 08
Net interest margin(2)			6.34	%			7.17	%			7.03	%
Return on average total assets(3)			1.87	%			2.57	%			1.95	%
Return on average shareholders’ equity(4)			19.65	%			25.99	%			19.67	%
EFFICIENCY
Operating expenses to net operating income			59.89	%			47.44	%			48.51	%
Operating expenses to average total assets (5)			4.96	%			4.80	%			4.62	%
CAPITAL ADEQUACY
Shareholders’ equity to total assets			9.07	%			9.14	%			9.51	%
Technical capital to risk weighted assets			11.35	%			12.67	%			11.91	%

BALANCE SHEET														Growth
(Ps. Millions)		Mar-07				Dec-07				Mar-08				Quarter				Annual
ASSETS
Cash and due from banks			2,720,683				3,618,619				3,320,974				-8.23	%			22.06	%
Overnight funds sold			1,656,598				1,609,768				958,839				-40.44	%			-42.12	%
Total cash and equivalents			4,377,281				5,228,387				4,279,813				-18.14	%			-2.23	%
Debt securities			6,258,931				5,596,051				5,687,079				1.63	%			-9.14	%
Trading			2,470,100				1,916,012				2,108,656				10.05	%			-14.63	%
Available for Sale			1,659,142				1,954,593				1,917,520				-1.90	%			15.57	%
Held to Maturity			2,129,689				1,725,446				1,660,903				-3.74	%			-22.01	%
Equity securities			354,969				253,747				283,679				11.80	%			-20.08	%
Trading			184,153				93,125				121,505				30.48	%			-34.02	%
Available for Sale			170,816				160,622				162,174				0.97	%			-5.06	%
Market value allowance			-76,417				-75,547				-71,406				-5.48	%			-6.56	%
Net investment securities			6,537,483				5,774,251				5,899,352				2.17	%			-9.76	%
Commercial loans			19,233,043				23,397,058				23,358,467				-0.16	%			21.45	%
Consumer loans			5,358,972				6,593,211				6,702,199				1.65	%			25.07	%
Small business loans			143,832				129,900				124,376				-4.25	%			-13.53	%
Mortgage loans			2,752,105				2,883,628				3,066,537				6.34	%			11.43	%
Finance lease			3,832,573				4,698,827				4,814,395				2.46	%			25.62	%
Allowance for loan losses			-1,064,490				-1,457,151				-1,458,659				0.10	%			37.03	%
Net total loans and financial leases			30,256,035				36,245,473				36,607,315				1.00	%			20.99	%
Accrued interest receivable on loans			297,600				431,863				457,435				5.92	%			53.71	%
Allowance for accrued interest losses			-15,821				-33,303				-30,913				-7.18	%			95.39	%
Net total interest accrued			281,779				398,560				426,522				7.02	%			51.37	%
Customers’ acceptances and derivatives			177,061				196,001				269,180				37.34	%			52.03	%
Net accounts receivable			639,671				716,106				699,104				-2.37	%			9.29	%
Net premises and equipment			859,318				855,818				840,283				-1.82	%			-2.22	%
Foreclosed assets, net			41,935				32,294				27,102				-16.08	%			-35.37	%
Prepaid expenses and deferred charges			79,971				137,901				139,958				1.49	%			75.01	%
Goodwill			700,276				977,095				877,173				-10.23	%			25.26	%
Operating leases, net			212,565				488,333				608,014				24.51	%			186.04	%
Other			582,127				580,642				547,956				-5.63	%			-5.87	%
Reappraisal of assets			330,110				520,788				513,425				-1.41	%			55.53	%
TOTAL ASSETS			45,075,612				52,151,649				51,735,197				-0.80	%			14.77	%
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
DEPOSITS
Non-interest bearing			4,633,023				5,804,724				4,676,607				-19.43	%			0.94	%
Checking accounts			4,161,442				5,300,864				4,267,815				-19.49	%			2.56	%
Other			471,581				503,860				408,792				-18.87	%			-13.31	%
Interest bearing			24,880,311				28,569,426				28,623,344				0.19	%			15.04	%
Checking accounts			1,634,374				1,567,411				1,351,580				-13.77	%			-17.30	%
Time deposits			10,869,612				14,304,727				14,532,213				1.59	%			33.70	%
Savings deposits			12,376,325				12,697,288				12,739,551				0.33	%			2.93	%
Total deposits			29,513,334				34,374,150				33,299,951				-3.13	%			12.83	%
Overnight funds			719,476				2,005,490				2,455,473				22.44	%			241.29	%
Bank acceptances outstanding			54,912				55,208				61,698				11.76	%			12.36	%
Interbank borrowings			2,599,621				1,506,611				1,422,573				-5.58	%			-45.28	%
Borrowings from domestic development banks			2,664,219				3,344,635				3,524,201				5.37	%			32.28	%
Accounts payable			1,790,144				1,714,418				1,999,101				16.61	%			11.67	%
Accrued interest payable			238,826				286,627				324,977				13.38	%			36.07	%
Other liabilities			458,036				503,433				478,117				-5.03	%			4.38	%
Bonds			2,292,915				2,850,730				2,638,936				-7.43	%			15.09	%
Accrued expenses			425,934				218,860				521,335				138.20	%			22.40	%
Minority interest in consolidated subsidiaries			228,508				92,217				88,123				-4.44	%			-61.44	%
TOTAL LIABILITIES			40,985,925				46,952,379				46,814,485				-0.29	%			14.22	%
SHAREHOLDERS’ EQUITY
Subscribed and paid in capital			384,088				393,914				393,914				0.00	%			2.56	%
Retained earnings			3,135,405				4,082,419				3,837,185				-6.01	%			22.38	%
Appropiated			2,929,010				2,995,496				3,583,309				19.62	%			22.34	%
Unappropiated			206,395				1,086,923				253,876				-76.64	%			23.00	%
Reappraisal and others			579,857				752,589				738,706				-1.84	%			27.39	%
Gross unrealized gain or loss on debt securities			-9,663				-29,652				-49,093				65.56	%			408.05	%
TOTAL SHAREHOLDER’S EQUITY			4,089,687				5,199,270				4,920,712				-5.36	%			20.32	%

INCOME STATEMENT														Growth
(Ps. Millions)		1Q 07				4Q 07				1Q 08				1Q 08/4Q 07				1Q 08/1Q 07
Interest income and expenses
Interest on loans			797,940				1,071,515				1,133,438				5.78	%			42.05	%
Interest on investment securities			99,655				105,916				79,703				-24.75	%			-20.02	%
Overnight funds			21,546				29,316				28,803				-1.75	%			33.68	%
Leasing			120,447				168,954				177,661				5.15	%			47.50	%
Total interest income			1,039,588				1,375,701				1,419,605				3.19	%			36.55	%
Interest expense
Checking accounts			10,158				10,595				8,819				-16.76	%			-13.18	%
Time deposits			161,643				250,289				276,826				10.60	%			71.26	%
Savings deposits			94,945				129,902				138,881				6.91	%			46.28	%
Total interest on deposits			266,746				390,786				424,526				8.63	%			59.15	%
Interbank borrowings			31,518				18,775				16,667				-11.23	%			-47.12	%
Borrowings from domestic development banks			55,510				81,678				84,665				3.66	%			52.52	%
Overnight funds			28,687				38,557				42,197				9.44	%			47.09	%
Bonds			40,812				58,553				55,105				-5.89	%			35.02	%
Total interest expense			423,273				588,349				623,160				5.92	%			47.22	%
Net interest income			616,315				787,352				796,445				1.15	%			29.23	%
Provision for loan and accrued interest losses, net			(97,060	)			(257,857	)			(193,882	)			-24.81	%			99.75	%
Recovery of charged-off loans			19,255				24,525				21,841				-10.94	%			13.43	%
Provision for foreclosed assets and other assets			(22,011	)			(6,810	)			(10,616	)			55.89	%			-51.77	%
Recovery of provisions for foreclosed assets and other assets			29,421				29,423				9,423				-67.97	%			-67.97	%
Total net provisions			(70,395	)			(210,719	)			(173,234	)			-17.79	%			146.09	%
Net interest income after provision for loans and accrued interest losses			545,920				576,633				623,211				8.08	%			14.16	%
Commissions from banking services and other services			61,709				124,405				75,357				-39.43	%			22.12	%
Electronic services and ATM fees			18,899				22,630				21,392				-5.47	%			13.19	%
Branch network services			25,475				28,006				23,867				-14.78	%			-6.31	%
Collections and payments fees			29,411				36,925				36,896				-0.08	%			25.45	%
Credit card merchant fees			10,698				11,085				8,078				-27.13	%			-24.49	%
Credit and debit card annual fees			56,584				73,192				78,520				7.28	%			38.77	%
Checking fees			16,447				17,792				16,350				-8.10	%			-0.59	%
Warehouse services (2)			—				—				—				*				*
Fiduciary activities			16,039				19,244				19,804				2.91	%			23.47	%
Pension plan administration			21,823				20,274				20,854				2.86	%			-4.44	%
Brokerage fees			14,253				20,005				14,126				-29.39	%			-0.89	%
Check remittance			5,788				5,964				6,678				11.97	%			15.38	%
International operations			10,562				12,454				10,093				-18.96	%			-4.44	%
Fees and other service income			287,688				391,976				332,015				-15.30	%			15.41	%
Fees and other service expenses			(21,627	)			(43,198	)			(25,074	)			-41.96	%			15.94	%
Total fees and income from services, net			266,061				348,778				306,941				-12.00	%			15.36	%
Other operating income
Net foreign exchange gains			(17,774	)			13,313				(110,086	)			-926.91	%			519.37	%
Forward contracts in foreign currency			29,577				72,224				166,002				129.84	%			461.25	%
Gains on sales of investments on equity securities			(15,185	)			190				(96	)			-150.53	%			-99.37	%
Gains on sale of mortgage loan			—				6,447				9,068				40.65	%			0.00	%
Dividend income			14,711				362				20,488				5559.67	%			39.27	%
Revenues from commercial subsidiaries			16,209				34,779				26,087				-24.99	%			60.94	%
Insurance income			357				6,520				4,812				-26.20	%			1247.90	%
Communication, postage, rent and others			4,410				(1,628	)			18,468				1234.40	%			318.78	%
Total other operating income			32,305				132,207				134,743				1.92	%			317.10	%
Total income			844,286				1,057,618				1,064,895				0.69	%			26.13	%
Operating expenses
Salaries and employee benefits			202,200				217,124				219,217				0.96	%			8.42	%
Bonus plan payments			17,253				31,917				18,452				-42.19	%			6.95	%
Compensation			6,134				6,224				7,233				16.21	%			17.92	%
Administrative and other expenses			267,155				271,555				289,475				6.60	%			8.35	%
Deposit security, net			12,294				12,282				14,324				16.63	%			16.51	%
Donation expenses			1,146				12,980				973				-92.50	%			-15.10	%
Depreciation			25,646				29,944				34,404				14.89	%			34.15	%
Total operating expenses			531,828				582,026				584,078				0.35	%			9.82	%
Net operating income			312,458				475,592				480,817				1.10	%			53.88	%
Merger expenses			—				—				—				*				*
Goodwill amortization (1)			16,015				19,695				16,561				-15.91	%			3.41	%
Non-operating income (expense)
Other income			34,559				25,636				22,338				-12.86	%			-35.36	%
Minority interest			(7,575	)			12,826				(3,761	)			-129.32	%			-50.35	%
Other expense			(24,081	)			(34,641	)			(72,006	)			107.86	%			199.02	%
Total non-operating income			2,903				3,821				(53,429	)			-1498.30	%			-1940.48	%
Income before income taxes			299,346				459,718				410,827				-10.63	%			37.24	%
Income tax expense			(92,951	)			(137,222	)			(156,951	)			14.38	%			68.85	%
Net income			206,395				322,496				253,876				-21.28	%			23.00	%

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.