UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 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):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)(2):o

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-                    .

BANCOLOMBIA S.A. ANNOUNCES RESIGNATION OF MEMBER OF BOARD OF DIRECTORS AND AUDIT COMMITTEE

Medellín, Colombia, July 16, 2008

Bancolombia S.A (“Bancolombia”) has been informed, by letter dated July 14, 2008, of the irrevocable resignation of Mr. Francisco Moncaleano Botero, as a member of Bancolombia’s Board of Directors and the Audit Committee of the Board.

The acceptance of the resignation and the election, if any, of a new member of the Board will occur at the next General Shareholders Meeting of Bancolombia.

The Board of Directors, whose next scheduled meeting is on July 28, 2008, has the power to decide all matters regarding the composition of Bancolombia’s Audit Committee.

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: July 16, 2008	By:	/s/ JAIME ALBERTO VELÁSQUEZ B.
		Name:	Jaime Alberto Velásquez B.
		Title:	Vice President of Finance