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    Unassociated Document

                                Colfax
Corporation

      8730
Stony Point Parkway

      Suite
150

      Richmond,
VA  23235

      USA

      Tel:  (804)
560-4070

      Fax:  (804)
560-4076

      www.colfaxcorp.com

    August
11, 2010

    Mr. Brian
Cascio

    Accounting
Branch Chief

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street NE

    Washington,
DC 20549

              RE:

              Colfax
      Corporation

                Form
      10-K for the fiscal year ended December 31, 2009

                Filed
      February 25, 2010

                File
      No. 001-34045

    Dear Mr.
Cascio:

    Colfax
Corporation (the “Company”) received the staff’s letter dated July 30, 2010,
which provided comments on the above-referenced document and our correspondence
dated July 7, 2010.  References to the Company in the response refer
to Colfax Corporation and its consolidated subsidiaries.  This
response letter has been filed on EDGAR.

    In
connection with responding to the staff’s comments, the Company hereby
acknowledges the following:

              ·

              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.

    For your
convenience the staff’s comment is set forth below and is followed by the
Company’s response.

    Form 10-K for the fiscal
year ended December 31, 2009

    Item 8. Financial
Statements

    Note 18. Commitments and
Contingencies, page 74

              1.

              We
      refer to your response to prior comment 3.  With respect to the
      significant increase in the asbestos liability recorded in the third
      quarter of 2009, in future filings, please clarify that the analysis
      performed in that quarter indicated that a statistically significant
      increase in the number of mesothelioma claims filings had occurred and was
      expected to continue, as described in your
  response.

    Response

    In future
filings, the Company will clarify that the analysis performed in the third
quarter indicated that a statistically significant increase in the number of
mesothelima claims filings had occurred and was expected to
continue.

    If you
have any questions or require further information, please call me at (804)
327-5668 or fax me at (804) 560-4076.

    Sincerely,

              /s/
      G. SCOTT FAISON

              G.
      Scott Faison

              Senior
      Vice President, Finance

              and
      Chief Financial Officer