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As filed with the Securities and Exchange
    Commission on June 24, 2011.
 Registration
    No. 333-
    SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
      Form F-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      Bancolombia S.A.
 (Exact name of registrant as
    specified in its charter)
  Republic of Colombia

Not Applicable

Not Applicable(State or other jurisdiction
    of
    incorporation or organization)

(Translation of
    Registrants name into English)

(IRS Employer
    Identification Number)   Carrera 48 #26-85, Avenida Los Industriales
 Medellín, Colombia
 Telephone: +(574) 404-1837
 (Address and telephone number of
    registrants principal executive offices)
  Puglisi & Associates
 850 Library Avenue, Suite 204
 Newark, Delaware 19711
 Telephone: (302) 738-6680
 (Name, address and telephone
    number of agent for service)
  Please send copies of all communications to:
  Robert S. Risoleo, Esq.
 Sullivan & Cromwell LLP
 1701 Pennsylvania Avenue, N.W.
 Washington, D.C. 20006
 Telephone: 202-956-7500
 Facsimile: 202-293-6330
      Approximate date of commencement of proposed sale of the
    securities to the public:
  o
  o
  o
  Calculation of Registration Fee
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount


Offering


Aggregate


RegistrationSecurities to be Registered


to be Registered


Price per Unit


Offering Price(1)


Fee4.250% Senior Notes due 2016



$520,000,000




100
%



$520,000,000




$60,3725.950% Senior Notes due 2021



$1,000,000,000




100
%



$1,000,000,000




$116,100   (1)
    
    The securities being registered are offered (i) in exchange
    for 4.250% Senior Notes due 2016 and 5.950% Senior
    Notes due 2021 previously sold in transactions exempt from
    registration under the Securities Act of 1933, and
    (ii) upon certain resales of the notes by broker-dealers.
    The registration fee has been computed based on the face value
    of the notes solely for the purpose of calculating the amount of
    the registration fee, pursuant to Rule 457(r) under the
    Securities Act of 1933, as amended.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until this Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to said Section 8(a), may determine.




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION, DATED
    JUNE 24, 2011
  Prospectus
  
  Bancolombia S.A.
  Offer to Exchange
  US$520,000,000 of
    4.250% Senior Notes Due 2016
  US$1,000,000,000 of
    5.950% Senior Notes Due 2021
  For Any and All
    Outstanding
  4.250% Senior Notes Due
    2016
  5.950% Senior Notes Due
    2021
  We are
    conducting the exchange offer in order to provide you with an
    opportunity to exchange
    your unregistered notes for freely tradable notes that have been
    registered under the Securities Act.
      THIS
    EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
    NEW YORK CITY TIME,
    ON          ,
    2011, UNLESS
    EXTENDED BY US
                See Risk Factors on page 8 for a discussion
    of factors you should consider before tendering your Old Notes
    for New Notes.
  THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS
    CONSIDERED ESSENTIAL IN ORDER TO ALLOW AN ADEQUATE EVALUATION OF
    THE INVESTMENT BY POTENTIAL INVESTORS. THE NOTES HAVE BEEN
    AUTOMATICALLY REGISTERED IN THE REGISTRO NACIONAL DE VALORES Y
    EMISORES (THE COLOMBIAN NATIONAL REGISTRY OF SECURITIES AND
    ISSUERS). SUCH REGISTRATION DOES NOT CONSTITUTE AN OPINION OF
    THE SUPERINTENDENCIA FINANCIERA DE COLOMBIA (THE COLOMBIAN
    SUPERINTENDENCY OF FINANCE) WITH RESPECT TO APPROVAL OF THE
    QUALITY OF THE NOTES OR OUR SOLVENCY. THE NOTES MAY
    NOT BE PUBLICLY OFFERED OR SOLD IN THE REPUBLIC OF COLOMBIA.
      Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities, or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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##### 





TABLE OF
    CONTENTS
   
 WHERE YOU CAN FIND MORE INFORMATION


1CAUTIONARY STATEMENT REGARDING PROJECTIONS AND
    OTHER INFORMATION ABOUT FUTURE EVENTS


2ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN
    PERSONS


3FURTHER APPROVALS


3PROSPECTUS SUMMARY


4RISK FACTORS


8USE OF PROCEEDS


8CONSOLIDATED RATIO OF EARNINGS TO FIXED
    CHARGES


9THE EXCHANGE OFFER


10DESCRIPTION OF THE NOTES


18LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE


28CERTAIN COLOMBIAN INCOME TAX CONSIDERATIONS


33UNITED STATES TAXATION


34PLAN OF DISTRIBUTION


38VALIDITY OF THE NEW NOTES


39EXPERTS


39EX-4.1EX-4.2EX-4.3EX-4.4EX-5.1EX-5.2EX-8.1EX-8.2EX-12.1EX-23.1EX-25.1EX-99.1EX-99.2EX-99.3EX-99.4EX-99.5   i




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WHERE YOU
    CAN FIND MORE INFORMATION  Form 20-F, Form 6-K, 1-800-SEC-0330 http://www.sec.gov
  Form F-4
      (1)
    Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2010, filed on
    April 28, 2011 (the Annual Report); and(2)
    Report on
    Form 6-K,
    dated and filed on April 29, 2011.       26-85,    (574) 404-1837
  In order to ensure timely delivery of the requested
    documents, requests should be made no later
    than          ,
    2011.
      1




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CAUTIONARY
    STATEMENT REGARDING PROJECTIONS AND OTHER INFORMATION
    ABOUT FUTURE EVENTS      
    changes in general economic, business, political, social, fiscal
    or other conditions in Colombia or in any of the other countries
    where the Bank operates;
    changes in capital markets or in markets in general that may
    affect policies or attitudes towards lending;
    unanticipated increases in the Banks financing and other
    costs or the inability to obtain additional debt or equity
    financing on attractive terms;
    inflation, changes in foreign exchange rates
    and/or
    interest rates;
    sovereign risks;
    liquidity risks;
    increases in defaults by our borrowers and other loan
    delinquencies;
    lack of acceptance of new products or services by the
    Banks targeted customers;
    competition in the banking, financial services, credit card
    services, insurance, asset management, remittances, businesses
    and other industries in which the Bank operates;
    adverse determination of legal or regulatory disputes or
    proceedings;
    changes in official regulations and the Colombian
    governments banking policy as well as changes in laws,
    regulations or policies in the jurisdictions in which the Bank
    does business;
    regulatory issues relating to acquisitions; and
    changes in business strategy.        2




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ENFORCEMENT
    OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS    exequatur Código de Procedimiento Civil
  
    a treaty exists between Colombia and the country where the
    judgment was granted or there is reciprocity in the recognition
    of foreign judgments between the courts of the relevant
    jurisdiction and the courts of Colombia;
    the foreign judgment does not relate to in remrights vested in assets that were located in Colombia
    at the time the suit was filed and does not contravene or
    conflict with Colombian laws relating to public order other than
    those governing judicial procedures;
    the foreign judgment, in accordance with the laws of the country
    where it was rendered, is final and is not subject to appeal and
    a duly certified and authenticated copy of the judgment has been
    presented to a competent court in Colombia;
    the foreign judgment does not refer to any matter upon which
    Colombian courts have exclusive jurisdiction;
    no proceeding is pending in Colombia with respect to the same
    cause of action, and no final judgment has been awarded in any
    proceeding in Colombia on the same subject matter and between
    the same parties; and
    in the proceeding commenced in the foreign court that issued the
    judgment, the defendant was served in accordance with the law of
    such jurisdiction and in a manner reasonably designed to give
    the defendant an opportunity to defend against the action.  case-by-case
      FURTHER
    APPROVALS  Información
    Relevante Autoregulador del Mercado de
    Valores
      3




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PROSPECTUS
    SUMMARY    Bancolombia
    S.A.
  26-85, 404-1837. www.grupobancolombia.com
  The
    Exchange Offer
  The Exchange Offer
    
    Bancolombia is offering to exchange up to US$520,000,000
    principal amount of 4.250% Senior Notes which have been
    registered under the Securities Act of 1933, as amended (the
    Securities Act), for any and all US$520,000,000
    principal amount of 4.250% Senior Notes due 2016 that were
    issued on January 12, 2011 in a private exchange offer.Bancolombia is offering to exchange up to US$1,000,000,000
    principal amount of 5.950% Senior Notes which have been
    registered under the Securities Act for any and all
    US$1,000,000,000 principal amount of 5.950% Senior Notes
    due 2021 that were issued on June 3, 2011 in a private
    exchange offer.The 4.250% Senior Notes due 2016 that were issued on
    January 12, 2011 and the 5.590% Senior Notes due 2021
    that were issued on June 3, 2011 are collectively referred
    to as the Old Notes.The 4.250% Senior Notes due 2016 and the 5.950% Senior
    Notes due 2021 which have been registered under the Securities
    Act are collectively referred to as the New Notes.Under the terms of the exchange offer, Bancolombia is offering
    to exchange the Old Notes of either series for New Notes of the
    corresponding series evidencing the same indebtedness and with
    substantially identical terms, except that the New Notes are
    registered under the Securities Act, and the transfer
    restrictions, registration rights and additional interest
    provisions currently applicable to the Old Notes do not apply to
    the New Notes.You may tender the Old Notes only in minimum denominations of
    $100,000 and integral multiples of $1,000 in excess thereof. You
    should read the discussion under the heading The Exchange
    Offer below for further information about the exchange
    offer and resale of the New Notes.Bancolombia has filed a registration statement to register the
    New Notes under the Securities Act. Bancolombia will not accept
    for exchange any Old Notes until the registration statement has
    become effective under the Securities Act.
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Expiration Date
    
    5:00 p.m., New York City time,
    on          ,
    2011, unless Bancolombia extends the exchange offer.Resale of New Notes
    
    Based on interpretive letters of the SEC staff to third parties,
    Bancolombia believes that you may resell and transfer the
    New Notes issued pursuant to the exchange offer in exchange
    for the Old Notes without compliance with the registration and
    prospectus delivery provisions of the Securities Act, if you: are not a broker-dealer that acquired the Old Notes
    from Bancolombia or in market-making transactions or other
    trading activities; acquire the New Notes in the ordinary course of your
    business; do not have an arrangement or understanding with any
    person to participate in the distribution of the New Notes; and are not Bancolombias affiliate as defined in
    Rule 405 under the Securities Act.If you fail to satisfy any of these conditions, you must comply
    with the registration and prospectus delivery requirements of
    the Securities Act in connection with a resale of the New Notes.Broker-dealers that acquired the Old Notes directly from
    Bancolombia, but not as a result of market-making activities or
    other trading activities, must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with a resale of the New Notes.Each broker-dealer that receives New Notes for its own account
    pursuant to the exchange offer in exchange for Old Notes that it
    acquired as a result of market-making or other trading
    activities must comply with its prospectus delivery obligations
    in connection with any resale of the New Notes.Consequences if You Do Not Exchange Your Old Notes
    
    Old Notes that are not tendered in the exchange offer or are not
    accepted for exchange will remain outstanding and continue to
    bear legends restricting their transfer. You will not be able to
    offer or sell the Old Notes unless: an exemption from the requirements of the Securities
    Act is available to you; or you sell the Old Notes outside the United States to
    non-U.S.
    persons in accordance with Regulation S under the
    Securities Act.The liquidity of the market for Old Notes could be adversely
    affected by the exchange offer.Conditions to the Exchange Offer
    
    The exchange offer is subject to certain conditions, which
    Bancolombia may waive, as described below under The
    Exchange Offer  Conditions to the Exchange
    Offer.
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Procedures for Tendering Old Notes
    
    If you wish to accept the exchange offer, the following must be
    delivered to the exchange agent: an agents message from The Depository
    Trust Company, which we refer to as DTC, stating that the
    tendering participant agrees to be bound by the letter of
    transmittal and the terms of the exchange offer; your Old Notes by timely confirmation of book-entry
    transfer through DTC; and all other documents required by the letter of
    transmittal.These actions must be completed before the expiration of the
    exchange offer.You must comply with DTCs standard procedures for
    electronic tenders, by which you will agree to be bound by the
    letter of transmittal.Guaranteed Delivery Procedures for Tendering Old Notes
    
    If you cannot meet the expiration deadline, deliver any
    necessary documentation or comply with the applicable procedures
    under DTC standard operating procedures for electronic tenders
    in a timely fashion, you may tender your Old Notes according to
    the guaranteed delivery procedures set forth under The
    Exchange Offer  Guaranteed Delivery Procedures.Withdrawal Rights
    
    You may withdraw your tender of Old Notes any time before the
    exchange offer expires.Tax Consequences
    
    The exchange pursuant to the exchange offer generally should not
    be a taxable event for U.S. federal income tax purposes. See
    Certain United States Federal Income Tax
    Considerations.Use of Proceeds
    
    Bancolombia will not receive any proceeds from the exchange or
    the issuance of New Notes in connection with the exchange offer.Exchange Agent
    
    is serving as exchange agent in connection with the exchange
    offer. The address and telephone number of the exchange agent
    are set forth under The Exchange Offer 
    Exchange Agent.The New NotesIssuer
    
    The New Notes will be the obligations of Bancolombia, S.A.The New Notes
    
    US$520,000,000 of 4.250% Senior Notes due 2016 (the
    New 2016 Notes).US$1,000,000,000 of 5.950% Senior Notes due 2021 (the
    New 2021 Notes).The New 2016 Notes and the New 2021 Notes are collectively
    referred to as the New Notes.The form and terms of the New Notes are the same as the form and
    terms of the Old Notes, except that: the New Notes will be registered under the
    Securities Act and will therefore not bear legends restricting
    their transfer; and
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 the New Notes will not contain provisions for
    payment of additional interest in case of non-registration.The Indenture, dated January 12, 2011, between Bancolombia
    and The Bank of New York Mellon, as trustee relating to the 2016
    Notes (the 2016 Indenture), will govern both the Old
    2016 Notes and the New 2016 Notes. You should read the
    discussion under the heading Description of the New
    Notes below for further information about the New Notes.The Indenture, dated June 3, 2011, between Bancolombia and
    The Bank of New York Mellon, as trustee, relating to the 2021
    Notes (the 2021 Indenture), will govern both the Old
    2021 Notes and the New 2021 Notes. You should read the
    discussion under the heading Description of the New
    Notes below for further information about the New Notes.Listing
    
    We have applied to list the notes on the New York Stock
    Exchange. Currently, there is no public market for the notes.Trustee
    
    The Bank of New York Mellon
 7




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RISK
    FACTORS  Before tendering Old Notes in the exchange offer, you should
    consider carefully each of the following risk factors, as well
    as the risk factors set forth in Item 3D of Part I of
    Bancolombias Annual Report on
    Form 20-F,
    filed on April 28, 2011 (see Where You Can Find More
    Information in this prospectus).
  If you
    fail to exchange the Old Notes, they will remain subject to
    transfer restrictions.
    Late
    deliveries of Old Notes and other required documents could
    prevent a holder from exchanging its Old Notes.
    If you
    are a broker-dealer, your ability to transfer the New Notes may
    be restricted.
    The New
    Notes are a new issue of securities for which there is currently
    no public market and you may be unable to sell your New Notes if
    a trading market for the New Notes does not develop.
   USE OF
    PROCEEDS   8




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CONSOLIDATED
    RATIO OF EARNINGS TO FIXED CHARGES    Ratio of
    Earnings to Fixed Charges
    Year Ended December 31,

March 31,

March 31,2006

2007

2008

2009

2010

2010

2011Ratios in accordance with Colombian GAAP(1)Excluding interest on deposits


2.90



3.13



3.06



3.30



4.79



4.81



3.91Including interest on deposits


1.75



1.73



1.65



1.66



2.25



2.19



2.16Ratios in accordance with U.S. GAAPExcluding interest on deposits


3.56



3.50



2.19



2.70



3.17



N/A



N/AIncluding interest on deposits


1.98



1.81



1.40



1.56



1.98



N/A



N/A     (1)
    
    For purposes of computing the consolidated ratio of earnings
    to fixed charges, earnings consist of income before minority
    interest and income taxes. Fixed charges consist of total
    interest expense. 9




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THE
    EXCHANGE OFFER  The following is a summary of the registration rights
    agreements and letter of transmittal. The registration rights
    agreements and the letter of transmittal contain the full legal
    text of the matters described in this section, and each is filed
    as an exhibit to the registration statement of which this
    prospectus is a part. You should refer to these documents for
    more information.
  Purpose
    and Effect of Exchange Offer; Registration Rights
        non-U.S. persons
  
    to file with the SEC an exchange offer registration statement
    under the Securities Act with respect to New Notes identical in
    all material respects to the Old Notes (except the New Notes
    will not be subject to restrictions on transfer or to any
    increase in annual interest rate for failure to comply with the
    Registration Rights Agreements), to use commercially reasonable
    efforts to cause this registration statement to be declared
    effective under the Securities Act and to make an exchange offer
    for the Old Notes as discussed below, or
    in very limited circumstances to register the Old Notes on a
    shelf registration statement under the Securities Act.    90-day 90-day
 10




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Terms of
    the Exchange Offer
      
    the New Notes will be registered under the Securities Act and,
    therefore, the global securities representing the New Notes will
    not bear legends restricting the transfer of interests in the
    New Notes; and
    the New Notes will not contain provisions for payment of
    additional interest in case of non-registration.          
    you must not be a broker-dealer that acquired the Old Notes from
    us or in market-making transactions or other trading activities;
    you must acquire the New Notes in the ordinary course of your
    business;
    you must have no arrangements or understandings with any person
    to participate in the distribution of the New Notes within the
    meaning of the Securities Act; and
    you must not be an affiliate of ours, as defined under
    Rule 405 of the Securities Act.    
    you cannot rely on the position of the staff of the SEC set
    forth in the no-action letters Morgan Stanley & Co.
    Incorporated (available June 5, 1991) and Exxon
    Capital Holdings Corporation (available April 13, 1988), or
    interpreted in the SEC interpretative letter to
    Shearman & Sterling (available July 2, 1993), or
    similar no-action or interpretative letters; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a resale
    of the New Notes.   11




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Expiration
    Date; Extensions; Amendments
  Rule 13e-4
    
    to, prior to the expiration date, delay accepting any Old Notes;
    to extend the exchange offer;
    to terminate the exchange offer if, in our sole judgment, any of
    the conditions described below under  Conditions to
    the Exchange Offer shall not have been satisfied; or
    to amend the terms of the exchange offer in any way we determine.  Rule 13e-4
    Conditions
    to the Exchange Offer
    
    any law, rule or regulation shall have been proposed, adopted or
    enacted, or interpreted in a manner, which, in our reasonable
    judgment, would impair our ability to proceed with the exchange
    offer;
    any action or proceeding is instituted or threatened in any
    court or by the SEC or any other governmental agency with
    respect to the exchange offer which, in our reasonable judgment,
    would impair our ability to proceed with the exchange offer;
    we have not obtained any governmental approval which we, in our
    reasonable judgment, consider necessary for the completion of
    the exchange offer as contemplated by this prospectus; 12




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
    any change, or any condition, event or development involving a
    prospective change, shall have occurred or be threatened in the
    general economic, financial, currency exchange or market
    conditions in the United States or elsewhere that, in our
    reasonable judgment, would impair our ability to proceed with
    the exchange offer;
    any other change or development, including a prospective change
    or development, that, in our reasonable judgment, has or may
    have a material adverse effect on us, the market price of the
    New Notes or the Old Notes or the value of the exchange offer to
    us; or
    there shall have occurred (i) any suspension or limitation
    of trading in securities generally on the New York Stock
    Exchange or the
    over-the-counter
    market; (ii) a declaration of a banking moratorium by
    United States Federal or New York authorities; or (iii) a
    commencement or escalation of a war or armed hostilities
    involving or relating to a country where we do business or other
    international or national emergency or crisis directly or
    indirectly involving the United States.      
    refuse to accept any Old Notes and return all tendered Old Notes
    to the tendering holders;
    extend the exchange offer and retain all Old Notes tendered
    before the expiration of the exchange offer, subject, however,
    to the rights of holders to withdraw these Old Notes; or
    waive unsatisfied conditions relating to the exchange offer and
    accept all properly tendered Old Notes which have not been
    withdrawn.      
    purchase or make offers for any Old Notes that remain
    outstanding subsequent to the expiration date; and
    purchase Old Notes in the open market, in privately negotiated
    transactions or otherwise.    Procedures
    For Tendering
    
    you must instruct DTC and a DTC participant by completing the
    form Instruction to Registered Holder from Beneficial
    Owner accompanying this prospectus of your intention
    whether or not you wish to tender your Old Notes for New
    Notes; or
    you must comply with the guaranteed delivery procedures
    described below; and
    DTC participants in turn need to follow the procedures for
    book-entry transfer as set forth below under
     Book-Entry Transfer and in the letter of
    transmittal.   13




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The method of delivery of Old Notes, the letter of
    transmittal and all other required documents or transmission of
    an agents message, as described under
     Book-Entry Transfer, to the exchange
    agent is at the election and risk of the tendering holder of Old
    Notes. Instead of delivery by mail, we recommend that holders
    use an overnight or hand delivery service. In all cases,
    sufficient time should be allowed to assure timely delivery to
    the exchange agent prior to the expiration of the exchange
    offer. No letter of transmittal or Old Notes should be sent to
    us or DTC. Delivery of documents to DTC in accordance with its
    procedures does not constitute delivery to the exchange
    agent.
  Rule 17Ad-15
    Book-Entry
    Transfer
    
    confirmation of book-entry transfer of the Old Notes into the
    exchange agents account; and
    receipt by the exchange agent of an executed and properly
    completed letter of transmittal or an agents
    message and all other required documents specified in the
    letter of transmittal.    As indicated above, delivery of documents to DTC in
    accordance with its procedures does not constitute delivery to
    the exchange agent.
    
    the aggregate principal amount of Old Notes which have been
    tendered by the participant;
    that such participant has received an appropriate letter of
    transmittal and agrees to be bound by the terms of the letter of
    transmittal and the terms of the exchange offer; and
    that we may enforce such agreement against the participant. 14




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Guaranteed
    Delivery Procedures
    
    the holders cannot deliver the letter of transmittal or any
    required documents specified in the letter of transmittal before
    the expiration date of the exchange offer; or
    the holders cannot complete the procedure under DTCs
    standard operating procedures for electronic tenders before
    expiration of the exchange offer.    
    the tender must be made through an eligible institution;
    before expiration of the exchange offer, the exchange agent must
    receive from the eligible institution either a properly
    completed and duly executed notice of guaranteed delivery in the
    form accompanying this prospectus, by facsimile transmission,
    mail or hand delivery, or a properly transmitted agents
    message in lieu of notice of guaranteed delivery:  
    setting forth the name and number of the account at DTC and the
    principal amount of Old Notes tendered;
    stating that the tender is being made by guaranteed delivery;
    guaranteeing that, within three business days after expiration
    of the exchange offer, the letter of transmittal, or facsimile
    of the letter of transmittal, or an agents message and a
    confirmation of a book-entry transfer of the Old Notes into the
    exchange agents account at DTC, and any other documents
    required by the letter of transmittal will be deposited by the
    eligible institution with the exchange agent; and  
    the exchange agent must receive the properly completed and
    executed letter of transmittal, or facsimile of the letter of
    transmittal or an agents message in the case of a
    book-entry transfer, as well as a confirmation of book-entry
    transfer of the Old Notes into the exchange agents
    account, and any other documents required by the letter of
    transmittal, within three business days after expiration of the
    exchange offer.    Representations
    on Tendering Old Notes
    
    you are acquiring the New Notes issued in the exchange offer in
    the ordinary course of your business;
    you are not participating, do not intend to participate and have
    no arrangement or understanding with any person to participate,
    in the distribution of the New Notes issued to you in the
    exchange offer;
    you are not an affiliate, as defined in Rule 405 under the
    Securities Act, of Bancolombia;
    you have full power and authority to tender, exchange, assign
    and transfer the Old Notes tendered;
    we will acquire good, marketable and unencumbered title to the
    Old Notes being tendered, free and clear of all security
    interests, liens, restrictions, charges, encumbrances, or other
    obligations relating to their sale or transfer, and not subject
    to any adverse claim, when the Old Notes are accepted by
    us; and
    you acknowledge and agree that if you are a broker-dealer
    registered under the Exchange Act or you are participating in
    the exchange offer for the purposes of distributing the New
    Notes, you have not entered into any arrangement or
    understanding with Bancolombia or any of our affiliates to
    distribute the New Notes, you must comply with the registration
    and prospectus delivery requirements of the Securities Act in
    connection 15




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with a secondary resale of the New Notes, and you cannot rely on
    the position of the SECs staff in their no-action letters.    Withdrawal
    of Tenders
        Exchange
    Agent
    By Mail, Hand Delivery or Overnight Courier:
    [COMPANY NAME]
    [ADDRESS]
    [CITY, STATE ZIP]
    [Attention:  NAME]
    [Telephone: ()
    -]

By Facsimile Transmission:
    [()
    -]Attention:  [NAME]
    Confirm by telephone:
    [()
    -]     Fees and
    Expenses
  out-of-pocket
   16




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Consequences
    of Failure to Properly Tender Old Notes in the
    Exchange
      
    holders may resell Old Notes only if an exemption from
    registration is available or, outside the United States, to
    non-U.S. persons
    in accordance with the requirements of Regulation S under
    the Securities Act; and
    the remaining Old Notes will bear a legend restricting transfer
    in the absence of registration or an exemption.   17




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DESCRIPTION
    OF THE NOTES    sociedad anónima
      Principal,
    Maturity and Interest
  360-day 30-day
  360-day 30-day
     18




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Additional
    Amounts
               19




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Notices
    Ranking
    of Notes
  pari passu
  Optional
    Redemption
  360-day 30-day
  Treasury Rate
  Comparable Treasury Issue
  Independent Investment Banker
  Comparable Treasury Price
  Reference Treasury Dealer
  Reference Treasury Dealer Quotation
   20




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Certain
    Covenants
    Mergers,
    consolidations, etc.
          Maintenance
    of office or agent for service of process
    Provision
    of financial statements and reports
  Rule 12g3-2(b) Form 20-F Form 6-K.
   21




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Further
    actions
  and/or
  Events of
    Default
                               22




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Consequences
    of an Event of Default
            
    such Holder has previously given written notice to the Trustee
    of a continuing Event of Default with respect to the notes;
    the Holders of not less than 25% in principal amount of the
    outstanding notes shall have made written request to the Trustee
    to institute proceedings in respect of such Event of Default in
    its own name as Trustee thereunder;
    such Holder or Holders have offered to the Trustee indemnity
    reasonably satisfactory to the Trustee against the costs,
    expenses and liabilities to be incurred in compliance with such
    request;
    the Trustee for 60 days after its receipt of such notice,
    request and offer of indemnity has failed to institute any such
    proceeding; and
    no direction inconsistent with such written request has been
    given to the Trustee during such
    60-day
    period by the Holders of a majority in principal amount of the
    outstanding notes, it being understood and intended that no one
    or more of such Holders shall have any right in any manner
    whatsoever by virtue of, or by availing of, any provision of the
    Indentures to affect, disturb or prejudice the rights of any
    other of such Holders, or to obtain or to seek to obtain
    priority or preference over any other of such Holders or to
    enforce any right under the Indentures, except in the manner
    therein provided and for the equal and ratable benefit of all
    such Holders. 23




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Satisfaction
    and Discharge
                  Purchase
    of Notes
    Amendment,
    Supplement and Waiver
           24




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No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Concerning
    the Trustee
      Unclaimed
    Amounts
    No
    Sinking Fund
   25




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Governing
    Law
    Currency
    Rate Indemnity
    Certain
    Definitions
    amend
  asset
  Bankruptcy Law
  Board of Directors
  Business Day
  Colombian GAAP
  Custodian means
  Default
  External Liabilities pasivo externo pasivo
    externo
  Financial Statute
  Holder
  Indebtedness
 26




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Initial Notes
  Interest
  Intervention Measures
  Issue Date
  Obligation
  Officer
  Officers Certificate
  Opinion of Counsel
  Person
  Preventive Measures
  principal
  SEC
  Securities Act
  SFC
  Tax
  Taxing Authority
  Trust Indenture Act
 27




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LEGAL
    OWNERSHIP AND BOOK-ENTRY ISSUANCE    Who is
    the Legal Owner of a Registered Security?
    Book-Entry
    Owners
        Street
    Name Owners
        Legal
    Holders
   28




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Special
    Considerations for Indirect Owners
    
    how it handles New Notes payments and notices;
    whether it imposes fees or charges;
    how it would handle a request for the holders consent, if
    ever required;
    how it would exercise rights under the New Notes if there were
    an Event of Default or other event triggering the need for
    holders to act to protect their interests; and
    if the New Notes are in book-entry form, how the
    depositarys rules and procedures will affect these matters.  What is a
    Global Security?
             29




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Special
    Situations When a Global Security Will Be Terminated
    
    if the depositary notifies us that it is unwilling, unable or no
    longer permitted under applicable law to continue as depositary
    for that global security and we do not appoint another
    institution to act as depositary within 90 days; or
    if an Event of Default has occurred and is continuing with
    regard to the New Notes and the Registrar has received a request
    from DTC.        Considerations
    Relating to DTC
     30




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non-U.S. securities non-U.S. securities
           31




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Global
    Clearance and Settlement Procedures
               32




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CERTAIN
    COLOMBIAN INCOME TAX CONSIDERATIONS        Estatuto Tributario
     33




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UNITED
    STATES TAXATION    
    a dealer in securities,
    a trader in securities that elects to use a
    mark-to-market
    method of accounting for your securities holdings,
    a bank,
    a life insurance company,
    a tax-exempt organization,
    a person that owns notes that are a hedge or that are hedged
    against interest rate risks,
    a person that owns notes as part of a straddle or conversion
    transaction for tax purposes, or
    a United States holder (as defined below) whose functional
    currency for tax purposes is not the U.S. dollar.          Treatment
    of the Exchange
    United
    States holders
    
    a citizen or resident of the United States,
    a domestic corporation,
    an estate whose income is subject to United States federal
    income tax regardless of its source, or
    a trust if a United States court can exercise primary
    supervision over the trusts administration and one or more
    United States persons are authorized to control all substantial
    decisions of the trust.   34




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Payments
    of interest
    Purchase,
    sale and retirement of the notes
      Medicare
    tax
    Information
    with respect to foreign financial assets
  non-United non-United
  United
    States alien holders
    
    a nonresident alien individual,
    a foreign corporation, or 35




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
    an estate or trust that in either case is not subject to United
    States federal income tax on a net income basis on income or
    gain from a note.      
    you are an insurance company carrying on a United States
    insurance business to which the interest is attributable, within
    the meaning of the Internal Revenue Code, or
    you both      Purchase,
    sale, retirement and other disposition of the notes
    
    the gain is effectively connected with your conduct of a trade
    or business in the United States; or
    you are an individual, you are present in the United States
    for 183 or more days during the taxable year in which the gain
    is realized and certain other conditions exist.    Backup
    withholding and information reporting
    
    payments of principal and interest on a note within the
    United States, including payments made by wire transfer
    from outside the United States to an account you maintain
    in the United States, and
    the payment of the proceeds from the sale of a note effected at
    a United States office of a broker.    
    fails to provide an accurate taxpayer identification number,
    is notified by the Internal Revenue Service that you have failed
    to report all interest and dividends required to be shown on
    your federal income tax returns, or
    in certain circumstances, fails to comply with applicable
    certification requirements.    
    payments of principal and interest made to you outside the
    United States by the Bank or another
    non-United States
    payor and 36




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
    other payments of principal and interest and the payment of the
    proceeds from the sale of a note effected at a
    United States office of a broker, as long as the income
    associated with such payments is otherwise exempt from
    United States federal income tax, and:    Form W-8BEN non-United States
  non-United States
      
    the proceeds are transferred to an account maintained by you in
    the United States,
    the payment of proceeds or the confirmation of the sale is
    mailed to you at a United States address, or
    the sale has some other specified connection with the
    United States as provided in U.S. Treasury regulations,      
    a United States person,
    a controlled foreign corporation for United States tax
    purposes,
    a foreign person 50% or more of whose gross income is
    effectively connected with the conduct of a United States
    trade or business for a specified three-year period, or
    a foreign partnership, if at any time during its tax year:       37




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PLAN OF
    DISTRIBUTION      over-the-counter
     38




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VALIDITY
    OF THE NEW NOTES   EXPERTS  Form 20-F
 39




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Bancolombia S.A.
  Offer to Exchange
  US$520,000,000          
    4.250% Senior Notes Due 2016
  US$1,000,000,000          5.950% Senior
    Notes Due 2021
  For Any and All
    Outstanding
  US$520,000,000          
    4.250% Senior Notes Due 2016
  US$1,000,000,000          5.950% Senior
    Notes Due 2021




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PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers    Item 21.
    Exhibits
    and Financial Statement Schedules    Item 22.
    Undertakings            provided, however
      Form 20-F
     II-1




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bona fide
       II-2




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SIGNATURES
      By:
    /s/  Mauricio
    Rosillo Rojas     POWER OF
    ATTORNEY
  Form 6-K
  Pursuant to the requirements of the Securities Act of 1933,
    this registration statement has been signed below by the
    following persons in the capacities set forth below on
    June 24, 2011.
  Name

Title

Date/s/  Carlos
    Raul Yepes Jimenez(Carlos
    Raul Yepes Jimenez)

President
    (Chief Executive Officer)

June 24, 2011/s/  Jaime
    Alberto Velásquez Botero(Jaime
    Alberto Velásquez Botero)

Vice President of Finance
    (Chief Financial Officer)

June 24, 2011/s/  Jorge
    Humberto Hernandez(Jorge
    Humberto Hernandez)

Director of Accounting
    (Chief Accounting Officer)

June 24, 2011/s/  David
    Emilio Bonjanini García(David
    Emilio Bonjanini García)

Chairman of the Board of Directors

June 24, 2011/s/  Carlos
    Enrique Piedrahita Arocha(Carlos
    Enrique Piedrahita Arocha)

Director

June 24, 2011/s/  José
    Alberto Vélez Cadavid(José
    Alberto Vélez Cadavid)

Director

June 24, 2011 II-3




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Name

Title

Date/s/  Gonzalo
    Alberto Pérez Rojas(Gonzalo
    Alberto Pérez Rojas)

Director

June 24, 2011/s/  Ricardo
    Sierra Moreno(Ricardo
    Sierra Moreno)

Director

June 24, 2011/s/  Alejandro
    Gaviria Uribe(Alejandro
    Gaviria Uribe)

Director

June 24, 2011/s/  Rafael
    Martinez Villegas(Rafael
    Martinez Villegas)

Director

June 24, 2011/s/  Donald
    J. Puglisi(Donald
    J. Puglisi)

Authorized Representative in the
    United States

June 24, 2011  II-4




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SIGNATURE
    OF AUTHORIZED REPRESENTATIVE OF BANCOLOMBIA S.A.
      By:
    /s/  Donald
    J. Puglisi   Title:
    Managing Director II-5




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TABLE OF
    EXHIBITS
  ExhibitNumber

Description

Location3
.1

English translation of corporate by-laws (estatutos
    sociales) of the registrant, as amended on March 1,
    2011.

Incorporated by reference to Exhibit 1 to Bancolombias
    Form 20-F for the year ended December 31, 2010 filed on April
    28, 2011, (File No. 011-32535)4
.1

Indenture dated as of January 12, 2011, between Bancolombia
    S.A. and The Bank of New York Mellon.

Filed herewith4
.2

Indenture dated as of June 3, 2011, between Bancolombia
    S.A. and The Bank of New York Mellon.

Filed herewith4
.3

Registration Rights Agreement dated as of January 12, 2011,
    between Bancolombia S.A. and J.P. Morgan Securities LLC.

Filed herewith4
.4

Registration Rights Agreement dated as of June 3, 2011,
    between Bancolombia S.A. and J.P. Morgan Securities LLC,
    Merrill Lynch, Pierce, Fenner, & Smith Incorporated, and
    Citigroup Global Markets Inc.

Filed herewith5
.1

Validity Opinion of Gómez-Pinzón Zuleta Abogados S.A.
    as to the validity of the New York law-governed debt securities
    (Colombian law).

Filed herewith5
.2

Validity Opinion of Sullivan & Cromwell LLP.

Filed herewith8
.1

Tax Opinion of Gómez-Pinzón Zuleta Abogados S.A.
    (Colombian law).

Filed herewith8
.2

Tax Opinion of Sullivan & Cromwell LLP.

Filed herewith12
.1

Statement regarding computation of ratios of earnings to fixed
    charges.

Filed herewith23
.1

Consent of Pricewaterhouse Coopers.

Filed herewith23
.2

Consent of Gómez-Pinzón Zuleta Abogados S.A. (included
    in Exhibit 5.1 and 8.1).

Filed herewith23
.3

Consent of Sullivan & Cromwell LLP (included in
    Exhibit 5.2 and 8.2).

Filed herewith24
.1

Power of Attorney.

(included on signature page)25
.1

Form T-1
    Statement of Eligibility under the Trust Indenture Act of
    1939 of The Bank of New York Mellon, as Trustee.

Filed herewith99
.1

Letter of Transmittal.

Filed herewith99
.2

Form of Notice of Guaranteed Delivery.

Filed herewith99
.3

Form of Letter to DTC Participants.

Filed herewith99
.4

Form of Letter to Clients.

Filed herewith99
.5

Form of Instructions to DTC Participant from Beneficial Owner.

Filed herewith99
.6

Form of Exchange Agent Agreement.

To be filed by amendment