SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 21, 2012
Via Facsimile
Clay H. Kiefaber
President and Chief Executive Officer Colfax Corporation 8170 Maple Lawn Boulevard Suite 180
Fulton, MD 20759

 Re: Colfax Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011   Filed February 23, 2012   File No. 1-34045
Dear Mr. Kiefaber:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n 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 circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.  Risk Factors, page 10

We have done and may continue to do busine ss in countries subjec t to U.S. sanctions…,
page 13

1. Please update us on your contacts with Iran, Syria, Sudan and Cuba since your
letters to us of March 11, 2008 and April 4, 2008.  We note the disclosure that
your board prohibited sales to Iran in 2010, but we note also that Allweiler’s
website provides contact information for sales in Iran and ESAB Middle East’s website provides contact information for a dealer in Iran called ESAB Iran.  We
also note that your website lists contact information for Syria; that Allweiler’s

Clay H. Kiefaber
Colfax Corporation March 21, 2012 Page 2
 website lists contact information for sale s in Syria and Sudan; and that ESAB
Middle East’s website lists contact info rmation for a dealer in Syria.
As you know, Iran, Syria, Sudan and Cuba are designated as state sponsors of
terrorism by the State Department and are subject to U.S. economic sanctions and
export controls.  Please tell us about any contacts with these countries since your
2008 letters, including past, current and anticipated contacts through affiliates,
subsidiaries, distributors, re sellers or other di rect or indirect arrangements.
Describe any services or products you have provided to Iran, Syria, Sudan and
Cuba, and any agreements, commercial ar rangements, or other contacts you have
had with the governments of these countri es or entities controlled by them.
2. Please discuss the materiality of your cont acts with Iran, Syria, Sudan and Cuba
described in response to the foregoing  comment and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated reve nues, assets, and liabilities for the last three fiscal
years and the subsequent interim period.  Also, address materiality in terms of
qualitative factors that a reasonable inve stor would deem important in making an
investment decision, including the potentia l impact of corpor ate activities upon a
company’s reputation and share value.
If we fail to comply with export contro l regulations, we c ould be subject to
substantial fines or other sanctions, page 14

3. Please tell us whether any of the c ontacts you describe in  response to the
foregoing comments involve or have involved the provision of products,
including component parts, or services that have military uses.  Discuss also
whether, and the extent to which, the govern ments of the referenced countries, or
persons or entities controlled by those governments, receive cash or act as
intermediaries in connec tion with your operations.

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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy 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;

Clay H. Kiefaber
Colfax Corporation March 21, 2012 Page 3
  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Amanda Ravitz   Assistant Director  Division of Cor poration Finance