CERTIFICATION

                  I, Jaime Alberto Velasquez Botero, certify that:

                  1.       I have reviewed this annual report on Form 20-F of
Bancolombia S.A.;

                  2.       Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;

                  3.       Based on my knowledge, the financial statements, and
other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report;

                  4.       The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and we have:

                  (a)      Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this annual report is being prepared;

                  (b)      [Omitted in accordance with the guidance of SEC
         Release No. 33- 8238]

                  (c)      Evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this annual report
         our conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (d)      Disclosed in this report any change in the
         registrant's internal control over financial reporting that occurred
         during the period covered by the annual report that has materially
         affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting;

                  5.       The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):



                  (a)      All significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  (b)      Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date: March 17, 2004

                                        By: /s/ Jaime Alberto Velasquez Botero
                                            ------------------------------------
                                            Name: Jaime Alberto Velasquez Botero
                                            Title: Chief Financial Officer

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