SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
       June 25, 2010

 Via U.S. Mail and Fax (804) 560-4076

 G. Scott Faison Senior Vice President, Finance and  Chief Financial Officer Colfax Corporation 8730 Stony Point Parkway, Suite 150 Richmond, VA 23235
 Re: Colfax Corporation
  Form 10-K for the fiscal year ended December 31, 2009
  Filed February 25, 2010   File No. 001-34045

Dear Mr. Faison:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009
 Item 8.  Financial Statements

 Note 18.  Commitments and Contingencies, page 74

 1. We note that the average cost of resolv ed claims more than doubled from $5,378
in 2008 to $11,106 in 2009.  Please describe to  us the specific factors leading to
the significant increase in the average cost of resolved claims.

G. Scott Faison
Colfax Corporation
June 25, 2010 Page 2   2. We also see that the liabilities for unr esolved claims significantly increased in
2009 while the number of unresolved cases declined by approximately 10,000 cases, or nearly 30%.  In light of the decrease in the number of cases, please
describe to us the specific factors le ading to the increased liability.
 3. As a related matter, we refer to the discussion of the $11.6 million pretax charge in the third quarter of 2009.  Please further describe to us the analysis and changes
in assumptions leading to the $111.3 increase in recorded liabilities.  Furthermore,
describe how you were able to conclude th at the increase in liabilities would be
“offset by expected insurance r ecoveries of $99.7 million.”
 Item 10.  Directors, Executive Officer s and Corporate Governance, page 79

 4. We refer to your disclosure on page 3 of the definitive proxy statement that you have incorporated by refere nce to your Form 10-K.  While we note that the
nominating and corporate governance comm ittee considers diversity with respect
to “geography, gender and ethni city” in seeking potential directors, please expand
your disclosure in future filings to de scribe more specifically how the committee
considers diversity in identifying nominees for director.  Please also tell us whether the committee has a pol icy with regard to consid eration of diversity in
identifying director nominees; if so, pl ease describe in your response and expand
future filings to describe how this policy is implemented and how the committee assesses the effectiveness of the policy.
 Item 11.  Executive Compensation, page 79

 5. We note that you have not included any disclosure in your proxy statement in
response to Regulation S-K It em 402(s).  Please advise  us of the basis for your
conclusion that disclosure is not necessa ry and describe the process that you
undertook to reach such conclusion.
 6. We note from page 14 of your definitive proxy statement that you reviewed survey data from peer companies in determining executive compensation in 2009.
In future filings, as applicable, pl ease expand your disclosure to explain how the
compensation committee used this informa tion to make compensation decisions.
For example, was compensation adjusted after reviewing the information?
    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.
Since the company and its management are in possession of all facts relating to a

G. Scott Faison
Colfax Corporation  June 25, 2010 Page 3   company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide a written statement from the company acknowledging that:
⋅ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
⋅ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
⋅ the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
You may contact Praveen Kartholy at ( 202) 551-3778 or me at  (202) 551-3605 if
you have questions regarding comments on the financial statements and related matters.
Please contact Celia Soehner at (202) 551- 3463 or Jay Mumford at (202) 551-3637 with
any other questions.

Sincerely,

Gary Todd
Reviewing Accountant