Exhibit 99.1
  LETTER OF
    TRANSMITTAL
    To Tender for Exchange
  4.250%
    Senior Notes Due 2016
    5.950% Senior Notes Due 2021
    of
    Bancolombia S.A.
    Pursuant
    to the prospectus
    dated          ,
    2011
   THE EXCHANGE OFFER WILL EXPIRE
    AT 5:00 P.M., NEW YORK CITY TIME,
    ON          ,
    2011 (THE EXPIRATION DATE) UNLESS THE EXCHANGE OFFER
    IS EXTENDED, IN WHICH CASE THE TERM EXPIRATION DATE
    SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER
    IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
    EXPIRATION DATE OR, IF NOT YET ACCEPTED FOR EXCHANGE, AFTER THE
    EXPIRATION OF FORTY BUSINESS DAYS FROM THE COMMENCEMENT OF THE
    EXCHANGE OFFER.
  The
    Exchange Agent:
  [Company]
  By Mail, Hand Delivery or Overnight Courier:

By Facsimile Transmission:[Company]

(212) [  ][Address]

Attention: [  ]Attention: [  ]Confirm by Telephone(212) [  ]   For
    Information, Call: (212) [  ]
  Delivery of this instrument to an address other than as
    set forth above or transmission of instructions to a facsimile
    number other than the one listed above will not constitute a
    valid delivery. The instructions set forth in this letter of
    transmittal and the notice of guaranteed delivery should be read
    carefully before this letter of transmittal and the notice of
    guaranteed delivery are completed.




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Form W-9, Form W-8
   2




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DESCRIPTION OF OLD 2016
    NOTES(1)


(2)


(3)Principal AmountTendered for Exchange(Only If Different Amountfrom Column (2)) (Mustbe in MinimumName(s) and Address(es) of Registered Holder(s) of Old 2016
    Notes, Exactly as





Denominations ofthe Name of the Participant Appears on the Book-Entry
    Transfer Facilitys





$100,000 and IntegralSecurity Position Listing


Aggregate Principal


Multiples of $1,000 in(Please fill in, if blank)


Amount


Excess Thereof)    1.
    
    Column (3) need not be completed by holders of Old 2016
    Notes who wish to tender for exchange the principal amount of
    Old 2016 Notes listed in column (2). Completion of column
    (3) will indicate that the holder of Old 2016 Notes wishes
    to tender for exchange only the principal amount of Old 2016
    Notes indicated in column (3). 3




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o
    CHECK HERE IF OLD 2016 NOTES ARE BEING DELIVERED BY
    BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
    EXCHANGE AGENT WITH THE DEPOSITARY AND COMPLETE THE
    FOLLOWING:  Name of Tendering Institution:  Account Number:  Transaction Code Number:  BY CREDITING THE OLD 2016 NOTES TO THE EXCHANGE
    AGENTS ACCOUNT WITH THE DEPOSITARYS AUTOMATED TENDER
    OFFER PROGRAM (ATOP) AND BY COMPLYING WITH
    APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER,
    THE HOLDER OF THE OLD 2016 NOTES ACKNOWLEDGES AND AGREES TO
    BE BOUND BY THE TERMS OF THE LETTER OF TRANSMITTAL AND CONFIRMS
    ON BEHALF OF ITSELF AND THE BENEFICIAL OWNERS OF SUCH OLD 2016
    NOTES ALL PROVISIONS OF THE LETTER OF TRANSMITTAL
    APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH
    BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN
    AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.
  o
    CHECK HERE IF TENDERED OLD 2016 NOTES ARE BEING
    DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED
    HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
    INSTITUTIONS ONLY):  Name of Registered Holder of Old 2016 Notes:Date of Execution of Notice of Guaranteed Delivery:Window Ticket Number (if available):Name of Institution which Guaranteed Delivery:Account Number::   ATTENTION
    BROKER-DEALERS: IMPORTANT NOTICE
    CONCERNING YOUR ABILITY TO RESELL THE NEW 2016 NOTES
  IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY
    LETTERS OF TRANSMITTAL FROM BROKER-DEALERS REQUESTING ADDITIONAL
    COPIES OF THE PROSPECTUS FOR USE IN CONNECTION WITH RESALES OF
    THE NEW NOTES, THE COMPANY INTENDS TO TERMINATE THE
    EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON AS
    PRACTICABLE AFTER THE CONSUMMATION OR TERMINATION OF THE
    EXCHANGE OFFER. IF THE EFFECTIVENESS OF THE REGISTRATION
    STATEMENT IS TERMINATED, YOU WILL NOT BE ABLE TO USE THE
    PROSPECTUS IN CONNECTION WITH RESALES OF NEW NOTES AFTER
    SUCH TIME. SEE SECTION ENTITLED THE EXCHANGE
    OFFER  TERMS OF THE EXCHANGE OFFER CONTAINED IN
    THE PROSPECTUS FOR MORE INFORMATION.
  o
    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
    ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS
    OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW
    2016 NOTES:  Name:  Address:  Telephone No.: 4




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SPECIAL
    ISSUANCE INSTRUCTIONS
    (SEE INSTRUCTIONS 1, 5, 6 AND 7)
       (Account Number)
    BENEFICIAL OWNER(S)State of Principal Residence of
    Each
    Beneficial Owner of Old 2016 Notes


Principal Amount of Old 2016
    Notes
    Held for Account of Beneficial Owner(s)
 5




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DESCRIPTION OF OLD 2021
    NOTES(1)


(2)


(3)Principal AmountTendered for Exchange(Only If Different Amountfrom Column (2)) (Mustbe in MinimumName(s) and Address(es) of Registered Holder(s) of Old 2021
    Notes, Exactly as





Denominations ofthe Name of the Participant Appears on the Book-Entry
    Transfer Facilitys





$100,000 and IntegralSecurity Position Listing


Aggregate Principal


Multiples of $1,000 in(Please fill in, if blank)


Amount


Excess Thereof)    1.
    
    Column (3) need not be completed by holders of Old 2021
    Notes who wish to tender for exchange the principal amount of
    Old 2021 Notes listed in column (2). Completion of column
    (3) will indicate that the holder of Old 2021 Notes wishes
    to tender for exchange only the principal amount of Old 2021
    Notes indicated in column (3).  o
    CHECK HERE IF OLD 2021 NOTES ARE BEING DELIVERED BY
    BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
    EXCHANGE AGENT WITH THE DEPOSITARY AND COMPLETE THE
    FOLLOWING:  Name of Tendering Institution:  Account Number:  Transaction Code Number: 6




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BY CREDITING THE OLD 2021 NOTES TO THE EXCHANGE
    AGENTS ACCOUNT WITH THE DEPOSITARYS AUTOMATED TENDER
    OFFER PROGRAM (ATOP) AND BY COMPLYING WITH
    APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER,
    THE HOLDER OF THE OLD 2021 NOTES ACKNOWLEDGES AND AGREES TO
    BE BOUND BY THE TERMS OF THE LETTER OF TRANSMITTAL AND CONFIRMS
    ON BEHALF OF ITSELF AND THE BENEFICIAL OWNERS OF SUCH OLD 2021
    NOTES ALL PROVISIONS OF THE LETTER OF TRANSMITTAL
    APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH
    BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN
    AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.
  o
    CHECK HERE IF TENDERED OLD 2021 NOTES ARE BEING
    DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED
    HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
    INSTITUTIONS ONLY):  Name of Registered Holder of Old 2021 Notes:Date of Execution of Notice of Guaranteed Delivery:Window Ticket Number (if available):Name of Institution which Guaranteed Delivery:Account Number::   ATTENTION
    BROKER-DEALERS: IMPORTANT NOTICE
    CONCERNING YOUR ABILITY TO RESELL THE NEW 2021 NOTES
  IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY
    LETTERS OF TRANSMITTAL FROM BROKER-DEALERS REQUESTING ADDITIONAL
    COPIES OF THE PROSPECTUS FOR USE IN CONNECTION WITH RESALES OF
    THE NEW NOTES, THE COMPANY INTENDS TO TERMINATE THE
    EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON AS
    PRACTICABLE AFTER THE CONSUMMATION OR TERMINATION OF THE
    EXCHANGE OFFER. IF THE EFFECTIVENESS OF THE REGISTRATION
    STATEMENT IS TERMINATED, YOU WILL NOT BE ABLE TO USE THE
    PROSPECTUS IN CONNECTION WITH RESALES OF NEW NOTES AFTER
    SUCH TIME. SEE SECTION ENTITLED THE EXCHANGE
    OFFER  TERMS OF THE EXCHANGE OFFER CONTAINED IN
    THE PROSPECTUS FOR MORE INFORMATION.
  o
    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
    ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS
    OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW
    2021 NOTES:  Name:  Address:  Telephone No.: 7




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##### 



SPECIAL
    ISSUANCE INSTRUCTIONS
    (SEE INSTRUCTIONS 1, 5, 6 AND 7)
       (Account Number)
  BENEFICIAL OWNER(S)State of Principal Residence Of
    Each
    Beneficial Owner of Old 2021 Notes


Principal Amount of Old 2021
    Notes
    Held for Account of Beneficial Owner(s)  8




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SIGNATURES
    MUST BE PROVIDED BELOW
    PLEASE READ THE ACCOMPANYING
    INSTRUCTIONS CAREFULLY
             9




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10




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SIGN HEREX ­
    ­

Date: ­
    ­Signature of Owner   MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD
    NOTES EXACTLY AS NAME(S) APPEAR(S) ON A SECURITY POSITION
    LISTING. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS,
    GUARDIANS,
    ATTORNEYS-IN-FACT,
    OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
    REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING
    INFORMATION. (SEE INSTRUCTION 6.)
       Names(s)
   Capacity (Full Title)
   Address (Including Zip
    Code)
   Area Code and Telephone
    Number
   Tax Identification
    Number
  GUARANTEE
    OF SIGNATURE(S)
    (SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY
    INSTRUCTION 1)
  X ­
    ­

Date: ­
    ­Authorized Signature    Name and Title
 11




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INSTRUCTIONS
  FORMING
    PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
    OFFER
  1.
    Guarantee
    of Signatures.  Rule 17Ad-15 IN ALL
    OTHER CASES, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
    INSTITUTION.
  2.
    Delivery
    of this Letter of Transmittal and Old Notes; Guaranteed Delivery
    Procedures.    THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF
    TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION
    AND RISK OF THE TENDERING HOLDER OF OLD NOTES. EXCEPT AS
    OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY
    WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF
    DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
    REQUESTED, PROPERLY INSURED, IS RECOMMENDED. AS AN ALTERNATIVE
    TO DELIVERY BY MAIL, THE HOLDER MAY WISH TO CONSIDER USING AN
    OVERNIGHT OR HAND DELIVERY SERVICE. THE LETTER OF TRANSMITTAL
    SHOULD NOT BE SENT TO THE COMPANY.
    3.
    Inadequate
    Space.    4.
    Withdrawals.   12




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5.
    Partial
    Tenders.      6.
    Signatures
    on this Letter of Transmittal and Powers of Attorney.        7.
    Transfer
    Taxes.    8.
    Irregularities.   13




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9.
    Waiver of
    Conditions.    10.
    Requests
    for Information or Additional Copies.    IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE
    THEREOF, IF APPLICABLE) OR AN AGENTS MESSAGE TO THE
    DEPOSITARY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY OR THE
    NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS,
    MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
    NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 14




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(This page
    intentionally left blank)
  15




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Name (as shown on your income tax
    return)Business Name, if different from
    aboveCheck appropriate
    box: o
    Individual/Sole
    proprietor o
    Corporation o
    Partnership o
    Limited Liability Company. Enter the tax Classification (D
    =Disregarded entity, C =Corporation, P
    =Partnership). ­
    ­o
    Other ­
    ­AddressCity, State, and ZIP CodeSUBSTITUTE
    FORM W-9


PART 1  Taxpayer Identification
    Number  Please provide your TIN in the box at right
    and certify by signing and dating below. If awaiting TIN, write
    Applied For and see the note below.


Social
    Security Number
    OREmployer
    Identification     
    NumberDepartment of the Treasury
    Internal Revenue Service


PART 2  If you are exempt from backup
    withholding, please check the box at
    right.


o
    Exempt PayeePayers Request for Taxpayer
    Identification Number (TIN) and
    Certification


PART 3  Certification  Under penalties
    of perjury, I certify that:(1) The number shown on this form is my correct
    taxpayer identification number (or I am waiting for a number to
    be issued to me),
    (2) I am not subject to backup withholding because: (a) I
    am exempt from backup withholding, or (b) I have not been
    notified by the Internal Revenue Service (IRS) that I am subject
    to backup withholding as a result of a failure to report all
    interest or dividends, or (c) the IRS has notified me that I am
    no longer subject to backup withholding, and
    (3) I am a U.S. citizen or other U.S. person (see the
    General Instructions for Completing Substitute Form
    W-9 below).Certification Instructions. You must cross
    out item 2 above if you have been notified by the IRS that you
    are currently subject to backup withholding because you have
    failed to report all interest and dividends on your tax return.
    However, if after being notified by the IRS that you were
    subject to backup withholding you received another notification
    from the IRS that you are no longer subject to backup
    withholding, do not cross out item 2.The Internal Revenue Service does not require your consent to
    any provision of this document other than the certifications
    required to avoid backup withholding.SIGNATURE ­
    ­


DATE ­
    ­  NOTE:
    FAILURE TO COMPLETE THIS SUBSTITUTE
    FORM W-9
    MAY RESULT IN BACKUP WITHHOLDING OF 28% ON ANY PAYMENTS MADE TO
    YOU PURSUANT TO THE NEW NOTES. IN ADDITION, FAILURE TO PROVIDE
    SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL
    REVENUE SERVICE, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
    CERTIFICATION OF YOUR TAXPAYER IDENTIFICATION NUMBER ON
    SUBSTITUTE
    FORM W-9
    FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE
    APPLIED FOR IN THE APPROPRIATE LINE IN PART 1
    OF SUBSTITUTE
    FORM W-9.
  CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
    Signature

Date
 16




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IRS Circular 230 Notice: To ensure compliance with Internal
    Revenue Service Circular 230, you are hereby notified that:
    (a) any discussion of U.S. federal lax issues contained or
    referred to in this communication or any document referred to
    herein is not intended or written to be used, and cannot be used
    by you for the purpose of avoiding penalties that may be imposed
    on you under the Internal Revenue Code; (b) such discussion
    is written for use in connection with the promotion or marketing
    of the transactions or matters addressed herein; and
    (c) you should seek advice based on your particular
    circumstances from an independent tax advisor.
  GENERAL
    INSTRUCTIONS FOR COMPLETING SUBSTITUTE
    FORM W-9
    Purpose
    of Form
    Form W-9 Form W-9. Form W-9. Form W-8. Forms W-8 Forms W-8
  Definition
    of a U.S. Person
  section 301.7701-7).
  Privacy
    Act Notice
      How to
    Get a TIN
  Form SS-5, 1-800-772-1213. Form W-7, Form SS-4,
 17




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Forms W-7 (1-800-829-3676).
  60-day
  Form W-9,
  Guidelines
    for Determining the Proper Identification Number to Give the
    Requester
  000-00-0000. 00-0000000.
  GIVE THE NAME ANDSOCIAL SECURITYNUMBER OR EMPLOYERIDENTIFICATION NUMBERFor this type of account:

OF1.


Individual

The individual2.


Two or more individuals (joint account)

The actual owner of the account or, if combined funds, the first
    individual on the account(1)3.


Custodian account of a minor (Uniform Gift to Minors Act)

The minor(2)4.


a. The usual revocable savings trust (grantor is also
    trustee)

The grantor-trustee(1)b. So-called trust account that is not a legal or valid
    trust under State law

The actual owner(1)5.


Sole proprietorship or single-owner LLC

The owner(3)
 GIVE THE NAME ANDEMPLOYERIDENTIFICATION NUMBERFor this type of account:

OF 6.


A valid trust, estate. or pension trust

Legal entity (4)7.


Corporation or LLC electing corporate status on Form 8832

The corporation8.


Association, club, religious, charitable, educational or other
    tax-exempt organization

The organization9.


Partnership or multi-member LLC

The partnership or LLC10.


A broker or registered nominee

The broker or nominee
 (1)
    
    List first and circle the name of
    the person whose SSN you furnish. If only one person on a joint
    account has an SSN, that persons number must be furnished.(2)
    
    Circle the minors name and
    furnish the minors SSN.(3)
    
    You must show your individual name
    and you may also enter your business or doing business
    as name. You may use either your SSN or EIN (if you have
    one). If you are a sole proprietor, the Internal Revenue Service
    encourages you to use your SSN.(4)
    
    List first and circle the name of
    the legal trust, estate or pension trust. (Do not furnish the
    taxpayer identification number of the personal representative or
    trustee unless the legal entity itself is not designated in the
    account title).    CAUTION: Form W-8.
  Payees
    Exempt from Backup Withholding
    Form W-9 Form W-8.
 18




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Form 1099-MISC
                                Form W-9
  Penalties
  Failure to Furnish TIN.
  Civil Penalty for False Information with Respect to
    Withholding.
  Criminal Penalty for Falsifying
    Information. and/or
  Misuse of TINs.
  FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE
    INTERNAL REVENUE SERVICE.
 19