SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                    Pursuant to Rule 13a-16 or 15d-16 of the
                        Securities Exchange Act of 1933



                           For the month of March 2006




                                BANCOLOMBIA S.A.
                                ----------------
                 (Translation of Registrant's name into English)


                               Calle 50 No. 51-66
                               Medellin, Colombia
                               ------------------
                    (Address of principal executive offices)




(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)

         Form 20-F     [X]                   Form 40-F


(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)


         Yes             [ ]                   No        [X]

(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-______________.)

This Report on Form 6-K shall be incorporated by reference into the registrant's
registration statement on Form F-3 (File No. 001-32535).

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               BANCOLOMBIA S.A.
                                                (Registrant)




Date: March 2, 2006                 By  /s/  JAIME ALBERTO VELASQUEZ B.
                                      ----------------------------------
                                             Name:  Jaime Alberto Velasquez B.
                                             Title:    Vice President of Finance



                           [BANCOLOMBIA COMPANY LOGO]

                RESOLUTIONS OF THE GENERAL SHAREHOLDERS' MEETING
                               OF BANCOLOMBIA S.A.

                                  MARCH 2, 2006

At the annual General Shareholders' Meeting of Bancolombia S.A held today, March
2, 2006, Bancolombia shareholders approved the Bank's nonconsolidated and
consolidated financial statements as of December 31, 2005, and their respective
notes as well as the Directors' and Officers' annual report.

At the same meeting shareholders of Bancolombia approved a partial amendment to
the Bank's by-laws that will be filed with the SEC and made available in English
through Bancolombia's web page www.bancolombia.com.co

CHANGES IN THE BOARD OF DIRECTORS

In accordance with the amendment to the Banks by-laws that was approved at the
meeting, which increased the number of principal and alternate directors from
five to seven, shareholders at the meeting chose the following individuals to
serve as members of the Board of Directors of Bancolombia for the April 2006 -
March 2008 period.



Principal Directors                            Alternate Directors
                                            
Juan Camilo Ochoa Restrepo                     David Bojanini Garcia
Jose Alberto Velez Cadavid                     Carlos Raul Yepes Jimenez
Carlos Enrique Piedrahita Arocha               Juan Sebastian Betancur Escobar
Gonzalo Alberto Perez Rojas                    Carlos Mario Giraldo Moreno
Ricardo Sierra Moreno                          Francisco Moncaleano Botero
Juan Camilo Restrepo Salazar                   Luis Alberto Zuleta Jaramillo
Alejandro Gaviria Uribe                        Maria Angelica Arbelaez Restrepo




PROFIT DISTRIBUTION

In addition, the shareholders of Bancolombia approved the distribution of
profits earned by the Bank for fiscal year 2005 as proposed by the Bank's Board
of Directors. In accordance with the Board's proposal, after retaining the
reserve necessary under Colombian law and creating a mandatory reserve for
investment portfolio valuation, a quarterly dividend of COP 127 per share per
quarter for a total of COP 508 per year was approved, to be paid after the last
business day of each calendar quarter (April 3, July 4, October 2, 2006 and
January 2, 2007). The approved dividend represents a 35.1% increase over the
dividend paid in 2005.

Additionally, in order to encourage Bancolombia's growth in fiscal year 2006,
the Board's proposal for an appropriation of COP 286,307 million to increase the
mandatory reserve was approved.

                       DECISIONS OF THE BOARD OF DIRECTORS
                                  MARCH 2, 2006

In its meeting today, the Board of Directors of Bancolombia approved a partial
amendment of the Bank's Corporate Governance Code which will also be filed with
the SEC and made available in English through Bancolombia's Web Page
www.bancolombia.com.co