SecProbe.io

Mail Stop 3030
April 26, 2016

Via E -mail
Matthew L. Trerotola
President and Chief Executive Officer
Colfax Corporation
420 National Business Parkway, 5th Floor
Annapolis Junction, MD 20701

Re: Colfax Corporation
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 16, 2016
File No. 001 -34045

Dear Mr. Trerotola :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Item 11.  Executive Compensation, page 94

1. Please revise future filings to clarify how t he compensation you pay relates to your
executive compensation philosophy and practices.  For example, your disclosure refers to
the linkage of equity awards and stock price, which you disclose incentivizes long -term
success.  You also disclose that the lo ng-term incentive plan aligns the rewards of
executives with the interests of stockholders.  However, considering the stock price
decline you note and other equity awarded to your named executive officers in 2015 and
earlier, it is unclear why the 2015 Spe cial Grants were needed to motivate and retain and
how such awards were “sufficiently aligned” with stockholder interests.  That is, how did
your compensation committee conclude that the interests of your named executives’ were
aligned with shareholders as  a result of the Special Grants?  Given the stock price decline
noted in your disclosure, it is unclear how those awards furthered an alignment of those
interests.  Additionally, your disclosure appears to attribute the stock price decline and
inability to  meet the performance criteria for previously awarded PRSUs to external
factors, such as commodity price declines.  Please clarify how you considered these

Matthew L. Trerotola
Colfax Corporation
April 26, 2016
Page 2

 factors in determining the perfo rmance of your named executives.  Please also clarify
how the previo usly awarded  PRSUs “tie di rectly to performance ” given the new PRSUs
awarded as part of the Special Grants.   Finally, you disclose that you do not permit the re -
pricing of underwater options; however, the Special Grants appear to have a similar
function an d purpose, but without the shareholder approval you indicate would be
necessary to re -price.

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 S ecurities 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 company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures the y 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 securiti es laws of the United States.

Please contact Caleb French, Law Clerk,  at (202) 551 -6947  or Geoff Kruczek, Senior
Attorney,  at (202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Ronald O . Mueller
 Gibson, Dunn & Crutcher LLP