FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * RALES MITCHELL P   2. Issuer Name and Ticker or Trading Symbol Colfax CORP [CFX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE, N.W., 12TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2008 (Street) WASHINGTON, DC 20006 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series A Convertible Preferred Stock, par value $.001 05/13/2008   D(1)   4,571.0175 D (1) 0 D   Common Stock, par value $.001 05/13/2008   A(1)   253,945 A $ 18 9,380,167 D   Common Stock, par value $.001 05/13/2008   S   253,945 D $ 18 9,126,222 D   Series A Convertible Preferred Stock, par value $.001 05/13/2008   J(2)   130,964.811 D (2) 0 I (3) By Colfax Capital Corporation Common Stock, par value $.001 05/13/2008   J(2)   7,275,823 A $ 18 7,275,823 I (3) By Colfax Capital Corporation Common Stock, par value $.001 05/13/2008   S   7,275,823 D $ 18 0 I (3) By Colfax Capital Corporation Series A Convertible Preferred Stock, par value $.001 05/13/2008   J(4)   34,677.982 D (4) 0 I (3) By Janalia Corporation Common Stock, par value $.001 05/13/2008   J(4)   1,926,555 A $ 18 1,926,555 I (3) By Janalia Corporation Common Stock, par value $.001 05/13/2008   S   1,926,555 D $ 18 0 I (3) By Janalia Corporation Common Stock, par value $.001               19,388 I (3) By Capital Yield Corporation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RALES MITCHELL P 2099 PENNSYLVANIA AVENUE N.W., 12TH FLOOR WASHINGTON, DC 20006	X	X

Signatures

/s/ Thomas M. O' Brien, Attorney-in-Fact		05/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	4,571.0175 shares of Series A Convertible Preferred Stock owned by the reporting person converted automatically into 253,945 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.
(2)	130,964.811 shares of Series A Convertible Preferred Stock owned indirectly by the reporting person converted automatically into 7,275,823 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. The conversion is eligible for the exemption provided by Rule 16b-7 promulgated under the Securities Exchange Act of 1934.
(3)	These shares are held by an entity of which Mitchell P. Rales and Steven M. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of these securities to the extent that they are benifically owned by Steven M. Rales.
(4)	34,677.982 shares of Series A Convertible Preferred Stock owned indirectly by the reporting person converted automatically into 1,926,555 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. The conversion is eligible for the exemption provided by Rule 16b-7 promulgated under the Securities Exchange Act of 1934.

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