SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* RALES MITCHELL P (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE N.W., 12TH FLOOR (Street) WASHINGTON DC 20006 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2008	3. Issuer Name and Ticker or Trading Symbol Colfax CORP [ CFX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001	9,126,222	D
Series A Convertible Preferred Stock, par value $.001	4,571.0175	D
Common Stock, par value $.001	19,388	I(1)	By Capital Yield Corporation
Series A Convertible Preferred Stock, par value $.001	130,964.811	I(1)	By Colfax Capital Corporation
Series A Convertible Preferred Stock, par value $.001	34,677.982	I(1)	By Janalia Corporation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held by entities of which Mitchell P. Rales and Steven M. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of those securities owned by Steven M. Rales.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney for Mitchell P. Rales

	/s/ Thomas M. O'Brien, Attorney-in-Fact	05/07/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of the Chief
Executive Officer, General Counsel and the Chief Financial Officer of Colfax
Corporation the undersigned's true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned Forms 3, 4 and 5
                  in accordance with Section 16(a) of the Securities
                  Exchange Act of 1934 and the rules thereunder;

         (2)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  the execution of any such Form 3, 4 or 5 and the timely filing
                  of such form with the United States Securities and Exchange
                  Commission and any other authority; and

         (3)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934. This Power of
Attorney can only be revoked by delivering a signed, original "Revocation of
Power of Attorney" to the attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of April, 2008.

                                        /s/ Mitchell P. Rales
                                        ---------------------------------------
                                        Mitchell P. Rales