FORM T-1
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o
 
 THE BANK OF NEW YORK MELLON
  New York
    
    13-5160382(State of incorporation 
if not a U.S. national bank)
    
    (I.R.S. employer
identification no.)One Wall Street, New York, N.Y.
    
    10286(Address of principal executive offices)
    
    (Zip code)
 
 BANCOLOMBIA S.A.
  Republic of Colombia
    
    N/A(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. employer
identification no.)Carrera 48 # 26-85Avenida Los Industriales 
Medellín, Colombia
(Address of principal executive offices)
    
    N/A
(zip code)




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1.
    
    General information. Furnish the following information as to the Trustee:
 (a)
    
    Name and address of each examining or supervising authority to which it is
subject.
 Name
    
    AddressSuperintendent of Banks of the State
of New York
    
    2 Rector Street, New York, N.Y. 10006,
 and Albany, N.Y. 12203Federal Reserve Bank of New York
    
    33 Liberty Street, New York,
N.Y. 10045Federal Deposit Insurance Corporation
    
    550 17th Street, N.W.
Washington, D.C. 20429New York Clearing House Association
    
    New York, New York 10005
 (b)
    
    Whether it is authorized to exercise corporate trust powers.Yes.
 2.
    
    Affiliations with Obligor and Guarantor.If the obligor or guarantor is an affiliate of the trustee, describe each such affiliation.None.
 3-15.
    
    Pursuant to General Instruction B of theForm T-1, no responses are included for Items 3-15
of thisForm T-1because, to the best of the Trustees knowledge, the obligor or the guarantor is
not in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a
foreign trustee as provided under Item 15 .16.
    
    List of Exhibits.Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d).1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as
The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to exercise corporate trust powers.
(Exhibit 1 to Amendment No. 1 to Form T 1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to
Form T-1 filed with
 -2-




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Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement
No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T 1 filed with
Registration Statement No. 333-154173).6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1
filed with Registration Statement No. 333-152735).7. A copy of the latest report of condition of the Trustee published pursuant to law or to
the requirements of its supervising or examining authority.
 -3-




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THE BANK OF NEW YORK MELLONBy:

/s/  John
T. Needham, Jr.Name:
    John
T. Needham, Jr.Title:
    Vice President -4-




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EXHIBIT 7
   
  Dollar Amounts In ThousandsASSETSCash and balances due from depository
institutions:Noninterest-bearing balances and currency and
coin
    
    
    3,060,000Interest-bearing balances
    
    
    80,377,000Securities:Held-to-maturity securities
    
    
    3,553,000Available-for-sale securities
    
    
    58,636,000Federal funds sold and securities purchased under
agreements to resell:Federal funds sold in domestic offices
    
    
    38,000Securities purchased under agreements to
resell
    
    
    954,000Loans and lease financing receivables:Loans and leases held for sale
    
    
    4,000Loans and leases, net of unearned income
    
    
    24,852,000LESS: Allowance for loan and
lease losses
    
    
    449,000Loans and leases, net of unearned
income and allowance
    
    
    24,403,000Trading assets
    
    
    6,394,000Premises and fixed assets (including capitalized
leases)
    
    
    1,144,000Other real estate owned
    
    
    6,000Investments in unconsolidated subsidiaries and
associated companies
    
    
    982,000Direct and indirect investments in real estate
ventures
    
    
    0Intangible assets:Goodwill
    
    
    6,421,000Other intangible assets
    
    
    1,761,000




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Dollar Amounts In ThousandsOther assets
    
    
    12,516,000Total assets
    
    
    200,249,000LIABILITIES
    
    
    
    

Deposits:In domestic offices
    
    
    70,588,000Noninterest-bearing
    
    
    37,184,000Interest-bearing
    
    
    33,404,000In foreign offices, Edge and Agreement
subsidiaries, and IBFs
    
    
    87,515,000Noninterest-bearing
    
    
    2,620,000Interest-bearing
    
    
    84,895,000Federal funds purchased and securities sold under
agreements to repurchase:Federal funds purchased in domestic
offices
    
    
    2,977,000Securities sold under agreements to
repurchase
    
    
    28,000Trading liabilities
    
    
    7,066,000Other borrowed money:(includes mortgage indebtedness and obligations
under capitalized leases)
    
    
    2,571,000Not applicableNot applicableSubordinated notes and debentures
    
    
    3,490,000Other liabilities
    
    
    9,507,000Total liabilities
    
    
    183,742,000EQUITY CAPITALPerpetual preferred stock and related
surplus
    
    
    0Common stock
    
    
    1,135,000Surplus (exclude all surplus related to preferred
stock)
    
    
    8,631,000Retained earnings
    
    
    7,173,000Accumulated other comprehensive income
    
    
    -782,000Other equity capital components
    
    
    0Total bank equity capital
    
    
    16,157,000Noncontrolling (minority) interests in
consolidated subsidiaries
    
    
    350,000Total equity capital
    
    
    16,507,000Total liabilities and equity capital
    
    
    200,249,000




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Thomas P. Gibbons,Chief Financial Officer  Robert P. KellyGerald L. Hassell
    
    
    
    
    DirectorsCatherine A. Rein