SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

       March 25 , 2013

Via E -mail
Mr. C. Scott Brannan
Senior Vice Presi dent, Finance , Chief Financial Officer
  and Treasurer
Colfax Corporation
8170 Maple Lawn Boulevard, Suite 180
Fulton, Maryland 20759

 Re: Colfax Corporation
  Form 10 -K for the fis cal year ended December  31, 2012
  Filed February 19, 2013
  File No. 001 -34045

Dear Mr. Brannan :

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten busine ss 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 the information you pr ovide in response to these comments, we
may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 8.  Financial Statements

Note 4.  Acquisitions, page 56

1. Please tell us t he amounts of revenue and earnings of each of Char ter and Soldex
since the acquisition date included in the consolidated income statement for the
reporting period.  Refer to FASB ASC 805 -10-50-2.

C. Scott Brannan
Colfax Corporation
March 25 , 2013
Page 2

 2. With respect to your acquisition of Charter, please tell us why the initial
accounting for the business combination was incomplete and the nature and
amount of any measurement period adjustments recognized since December 31,
2012.  Please also tell us whether the initial accounting is now complete.  Refer to
FASB ASC 805 -10-50-6.

3. With respect to the Charter  acquisition, please tell us the acquisition -date fair
value of each major class of consideration.  Refer to FASB ASC 805 -30-50-1.

Note 16. Commitments and Contingencies, page 82

4. We note that the average cost of resolved claims have declined by approximately
57% from that in 2011. Also, we note that even with this decline in average cost,
the total liability relating to asbestos claims on page 84 did not significantly
change.  Tell us the significant factors that resulted in the decline of the av erage
cost of resolved claims and the reason why this did not have a significant change
in your estimated liabilities.

Note 17. Segment Information, page 85

5. Please tell us about the company’s analysis in determining that it has two
reportable segments un der ASC 280 -10-50.  Your response should address the
following:

 Please tell us the title(s) of your chief operating decision maker(s).
 Please describe the contents of the operating results that are r egularly
reviewed by your chief operating decision maker  to make decisions about
resources to be allocated and assess performance.  Refer to FASB ASC
280-10-50-1.
 Explain whether any operating segments were aggregated under ASC 280 -
10-50-11 and if so, why, providing a quantitative and qualitative analysis.
 Summ arize the type of information you provide to your CODM about
each of the Fluid Handling, ESAB and Howden groups and how the
CODM uses the information.

6. We note that $3.1 billion of your total sales of $3.9 billion in 2012 were from
foreign locations.  Plea se tell us whether revenues from external customers
attributed to any individual foreign country are material.  Please also tell us the
basis for attributing revenues from external customers to individual countries.
Similarly, please tell us whether long -lived assets in an individual foreign country
are material.  Refer to FASB ASC 280 -10-50-41.

C. Scott Brannan
Colfax Corporation
March 25 , 2013
Page 3

  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 Exchange Act rules require.  Since the compa ny
and its management are in possession of all facts relating to a 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 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
securities laws of the United States.

 You may contact Praveen Kartholy at (202) 551 -3778 or Kate Tillan , Assistant
Chief Accountant,  at (202) 551 -3604  if you have questions regarding comments on the
financial statements and related matters.  You may also conta ct me at  (202) 551 -3671
with any other questions.

Sincerely,

       /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant