Filed by Bowne Pure Compliance

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 May, 2008.

Comission File Number 001-32535

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	%


¹		This report corresponds to the consolidated financial statements of BANCOLOMBIA and its affiliates of which it owns, directly or indirectly more than 50% of the voting capital stock. These financial statements have been prepared in accordance with generally accepted accounting principles in Colombia and the regulations of Superintendency of Finance in Colombia, collectively COL GAAP. BANCOLOMBIA maintains accounting records in Colombian pesos, referred to herein as “Ps.”. Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments. There have been no changes to the Bank’s principal accounting policies in the quarter ended March 31, 2008. The statements of income for the quarter ended March 31, 2008 are not necessarily indicative of the results for any other future interim period. For more information, please refer to the Bank’s filings with the Securities and Exchange Commission, which are available on the Commission’s website at www.sec.gov.

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

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


⁽¹⁾		Defined as annualized quarterly net income divided by monthly average assets.

⁽²⁾		Defined as annualized quarterly net income divided by monthly average equity.

⁽³⁾		Defined as ADS price divided by ADS book value.

⁽⁴⁾		Defined as share price divided by share book value.

⁽⁵⁾		Share prices on the Colombian Stock Exchange

⁽⁶⁾		Defined as market capitalization divided by annualized quarter results

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	%


*		“Govrnt” includes debt securities issued or backed by governments, “Corp” means debt securities issued by corporations and “MBS” means Colombian mortgage backed securities or TIPS.

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	%


⁽¹⁾		Performing past due loans are loans upon which the Bank continues to recognize income although interests have not been received for those periods. Once interest is unpaid on accrual loans, the loan is classified as non-performing. To check the periods where a loan is past due or non-performing please read the foot note on page 136 of the Bank’s 2006 20-F. Under Colombian Banking regulations, a loan is past due when it is at least 31 days past the actual due date.

⁽²⁾		Allowance means allowances for loan and accrued interest losses.

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	%


⁽¹⁾		Technical capital is the sum of basic capital and additional capital.

⁽²⁾		Capital Adequacy is technical capital divided by risk weighted assets.

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	%


⁽¹⁾		Calculated taking into account an average between the figures as of December 2006 and as of March 2007.

⁽²⁾		Net interest income divided by monthly average interest-earning assets.

⁽³⁾		Net income by monthly average assets.

⁽⁴⁾		Net income by monthly average shareholders’ equity.

⁽⁵⁾		Operating expenses divided by monthly average assets.


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.


	BANCOLOMBIA S.A. (Registrant)
Date: May 7, 2008	By:	/s/ JAIME ALBERTO VELÁSQUEZ B.
		Name:	Jaime Alberto Velásquez B.
		Title:	Vice President of Finance