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* CO INVESTMENT 2000 FUND LP (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2004	3. Issuer Name and Ticker or Trading Symbol KANBAY INTERNATIONAL INC [ KBAY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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	2,818,486	I	See footnotes(1)(2)

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

1. Name and Address of Reporting Person* CO INVESTMENT 2000 FUND LP (Last) (First) (Middle) (Street) (City) (State) (Zip)

1. Name and Address of Reporting Person* Co-Invest Capital Partners Inc (Last) (First) (Middle) 5 RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Co-Invest Management LP (Last) (First) (Middle) 5 RADNOR CORPORATE CENTER, SUITE 555 100 MATSONFORD ROAD (Street) RADNOR PA 19087 (City) (State) (Zip)

Explanation of Responses:

1. The Co-Investment 2000 Fund, L.P. ("Co-Investment 2000 Fund") is the record owner of the reported securities. Co-Invest Capital Partners, Inc. ("Co-Invest Partners") is the general partner of Co-Invest Management, L.P. ("Co-Invest Management"). Co-Invest Management is the general partner of Co-Investment 2000 Fund. As the general partner of Co-Investment 2000 Fund, Co-Invest Management may be deemed to beneficially own the shares held of record by the Co-Investment 2000 Fund.

2. As the general partner of Co-Invest Management, Co-Invest Partners may be deemed to beneficially own the shares held of record by Co-Investment 2000 Fund. Each of Co-Invest Capital Partners and Co-Invest Management disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.

	The Co-Investment 2000 Fund, L.P. By: Co-Invest Management, L.P., its General Partner, By: Co-Invest Capital Partners, Inc., its General Partner Donald R. Caldwell, President and Chief Executive Officer	07/21/2004
	** 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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