Registration No. 333-______

 As filed with the Securities and Exchange Commission on August 9, 2005

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            Colonial Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

      United States of America                             90-0183739
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                              85 West Broad Street
                            Bridgeton, NJ 08302-2400
                    (Address of Principal Executive Offices)

                                Edward J. Geletka
                              85 West Broad Street
                            Bridgeton, NJ 08302-2400
                     (Name and Address of Agent for Service)


                               Colonial Bank, FSB
                               401(k) Savings Plan
                            (Full Title of the Plan)


                                   Copies to:

          Edward J. Geletka                         Ned Quint, Esquire
President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
      Colonial Bankshares, Inc.           5335 Wisconsin Avenue, N.W., Suite 400
        85 West Broad Street                      Washington, D.C.  20015
      Bridgeton, NJ 08302-2400                        (202) 274-2000
           (856) 451-5800

                              -------------------

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
   401(k) Participation
        Interests
<S>                                <C>                  <C>                   <C>                      <C>
                                   (1)                   __                     __                     (2)
====================================================================================================================
</TABLE>

--------------
(1) Represents an indeterminate number of interests in the Colonial Bank, FSB
401(k) Savings Plan. (2) Pursuant to Rule 457(h)(3) no registration fee is
required to be paid.

                              -------------------

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.



                                       2

<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         This Registration Statement relates to the registration of an
indeterminate number of participation interests in the Colonial Bank, FSB 401(k)
Savings Plan (the "Plan"). Documents containing the information required by Part
I of the Registration Statement have been or will be sent or given to
participants in the Plan, as specified by Securities Act Rule 428(b)(1).

         Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Colonial
Bankshares, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

         a) The Company's prospectus containing audited financial statements for
the fiscal years ended December 31, 2004 and 2003 (Commission File No.
333-123583) filed with the Commission on June 1, 2005 pursuant to Rule 424(b)(3)
of the Securities Act of 1933, as amended (the "Securities Act");

         b) The Company's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2005 (Commission File No. 000-51385), filed with the
Commission on June 29, 2005;

         c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the quarterly period covered by the Quarterly Report on Form 10-QSB referred
to in (b) above; and

         d) The description of the Company's common stock contained in the
Registration Statement on Form 8-A (Commission File No. 000-51385) filed by the
Company with the Commission under the Securities Act on June 28, 2005, and all
amendments or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.

         The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Edward
J. Geletka, President and Chief Executive Officer, Colonial Bankshares, Inc., 85
West Broad Street, Bridgeton, NJ 08302-2400, telephone number (856) 451-5800.

         All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.


                                       3
<PAGE>

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of Colonial Bank, FSB.
Although there are no indemnification provisions in the charter and bylaws of
the Registrant, all the directors and officers of the Registrant hold the same
position with Colonial Bank, FSB and have indemnification under OTS Regulations
as described below.

         Generally, federal regulations define areas for indemnity coverage for
federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

                  (i)      Any amount for which that person becomes liable under
                           a judgment in such action; and

                  (ii)     Reasonable costs and expenses, including reasonable
                           attorneys' fees, actually paid or incurred by that
                           person in defending or settling such action, or in
                           enforcing his or her rights under this section if he
                           or she attains a favorable judgment in such
                           enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i)      Final judgment on the merits is in his or her favor;
                           or

                  (ii)     In case of:

                           a.       Settlement,

                           b.       Final judgment against him or her, or

                           c.       Final judgment in his or her favor, other
                                    than on the merits, if a majority of the
                                    disinterested directors of the savings
                                    association determine that he or she was
                                    acting in good faith within the scope of his
                                    or her employment or authority as he or she
                                    could reasonably have perceived it under the
                                    circumstances and for a purpose he or she
                                    could reasonably have believed under the
                                    circumstances was in the best interest of
                                    the savings association or its members.
                                    However, no indemnification shall be made
                                    unless the association gives the Office at
                                    least 60 days notice of its intention to
                                    make such indemnification. Such notice shall
                                    state the facts on which the action arose,
                                    the terms of any settlement, and any
                                    disposition of the action by a court. Such
                                    notice, a copy thereof, and a certified copy
                                    of the resolution containing the required
                                    determination by the board of directors
                                    shall be sent to the Regional Director, who
                                    shall promptly acknowledge receipt thereof.
                                    The notice period shall run from the date of
                                    such receipt. No such indemnification shall
                                    be made if the OTS advises the association
                                    in writing, within such notice period, of
                                    its objection thereto.

         (c)      As used in this paragraph:

                  (i)      "Action" means any judicial or administrative
                           proceeding, or threatened proceeding, whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                                       4
<PAGE>

                  (ii)     "Court" includes, without limitation, any court to
                           which or in which any appeal or any proceeding for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment, decree, or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;

                  (iv)     "Settlement" includes the entry of a judgment by
                           consent or confession or a plea of guilty or of nolo
                           contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------

<S>                  <C>                                                  <C>
     4                Form of Common Stock Certificate                     *

     5                Opinion of Luse Gorman Pomerenk & Schick, P.C.       Exhibit 5

     10               Colonial Bank, FSB 401(k) Savings Plan               Exhibit 10

     23.1             Consent of Luse Gorman Pomerenk & Schick, P.C.       Contained in Exhibit 5

     23.2             Consent of Beard Miller Company LLP.                 Exhibit 23.2

     24               Power of Attorney.                                   Contained on Signature Page

     99               Prospectus Supplement                                **
</TABLE>

*        Incorporated by reference to Exhibit 4 to the Registration Statement on
         Form SB-2 (Commission File No. 333-123583), originally filed by the
         Company under the Securities Act of 1933 with the Commission on March
         25, 2005, and all amendments or reports filed for the purpose of
         updating such description.
**       Incorporated by reference to the Form SB-2 Registration Statement
         (Commission File No. 333-123583), originally filed by the Company under
         the Securities Act of 1933 with the Commission on March 25, 2005, and
         all amendments or reports filed for the purpose of updating such
         description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where

                                       5
<PAGE>

applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                       6

<PAGE>



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bridgeton, State of New
Jersey, on this 8th day of August, 2005.

                                               COLONIAL BANKSHARES, INC.


                                            By:/s/ Edward J. Geletka
                                               ---------------------------------
                                               Edward J. Geletka, President
                                               and Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Colonial Bankshares, Inc.
(the "Company") hereby severally constitute and appoint Edward J. Geletka, as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Edward J. Geletka may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of participation interests in
the Colonial Bank, FSB 401(k) Savings Plan, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Edward J. Geletka shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>

Signatures                                  Title                                       Date


<S>                                        <C>                                        <C>

/s/ Edward J. Geletka                                                                  August 8, 2005
-------------------------------             President, Chief Executive
Edward J. Geletka                           Officer and Director (Principal
                                            Executive Officer)


/s/ L. Joseph Stella, III                                                               August 8, 2005
--------------------------------            Executive Vice President and Chief
L. Joseph Stella, III                       Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)



/s/ Frank M. Hankins, Jr.                   Chairman of the Board                       August 8, 2005
------------------------------
Frank M. Hankins, Jr.




/s/ Albert A. Fralinger, Jr.                Vice Chairman of the Board                  August 8, 2005
-----------------------------
Albert A. Fralinger, Jr.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>                                        <C>

/s/ Richard S. Allen                        Director                                    August 8, 2005
---------------------------
Richard S. Allen




/s/ Gregory J. Facemyer                     Director                                    August 8, 2005
---------------------------
Gregory J. Facemyer




/s/ John Fitzpatrick                        Director                                    August 8, 2005
---------------------------
John Fitzpatrick




/s/ James Quinn                             Director                                    August 8, 2005
---------------------------
James Quinn

</TABLE>

<PAGE>



         THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bridgeton, State of New
Jersey, on August 8, 2005.

                                   COLONIAL BANK, FSB 401(k) SAVINGS PLAN




                                By: /s/ Edward J. Geletka
                                    -----------------------------------
                                    Name:  Edward J. Geletka
                                    Title: President and Chief Executive Officer
                                           of Colonial Bank, FSB
                                    (Duly authorized representative)
<PAGE>



                                  EXHIBIT INDEX


   Exhibit Number             Description
   --------------             -----------

         4        Form of Common Stock Certificate (Incorporated by reference to
                  Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission File No. 333-123583), originally filed by the
                  Company under the Securities Act of 1933 with the Commission
                  on March 25, 2005, and all amendments or reports filed for the
                  purpose of updating such description).

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10       Colonial Bank, FSB 401(k) Savings Plan.

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of Beard Miller Company LLP.

         24       Power of Attorney (contained in the signature page to this
                  Registration Statement).

         99       Prospectus Supplement (Incorporated by reference to the Form
                  SB-2 Registration Statement (Commission File No. 333-123583),
                  originally filed by the Company under the Securities Act of
                  1933 with the Commission on May 25, 2005, and all amendments
                  or reports filed for the purpose of updating such
                  description.)
[{"type": "S-8", "sequence": "1", "filename": "form_s8-080505.txt", "secsgml_size_bytes": 23627}]
{"company-data": {"conformed-name": "Colonial Bankshares Inc", "cik": "0001317019", "assigned-sic": "6021", "irs-number": "000000000", "state-of-incorporation": "X1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127350", "film-number": "051009636"}, "business-address": {"street1": "85 WEST BROAD STREET", "city": "BRIDGETON", "state": "NJ", "zip": "08302", "phone": "856-451-5800"}, "mail-address": {"street1": "85 WEST BROAD STREET", "city": "BRIDGETON", "state": "NJ", "zip": "08302"}}
Registration No. 333-______

 As filed with the Securities and Exchange Commission on August 9, 2005

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Colonial Bankshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

      United States of America                             90-0183739
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                              85 West Broad Street
                            Bridgeton, NJ 08302-2400
                    (Address of Principal Executive Offices)

                                Edward J. Geletka
                              85 West Broad Street
                            Bridgeton, NJ 08302-2400
                     (Name and Address of Agent for Service)

                               Colonial Bank, FSB
                               401(k) Savings Plan
                            (Full Title of the Plan)

                                   Copies to:

          Edward J. Geletka                         Ned Quint, Esquire
President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
      Colonial Bankshares, Inc.           5335 Wisconsin Avenue, N.W., Suite 400
        85 West Broad Street                      Washington, D.C.  20015
      Bridgeton, NJ 08302-2400                        (202) 274-2000
           (856) 451-5800

                              -------------------

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE

====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
   401(k) Participation
        Interests
(1)                   __                     __                     (2)
====================================================================================================================
--------------
(1) Represents an indeterminate number of interests in the Colonial Bank, FSB
401(k) Savings Plan. (2) Pursuant to Rule 457(h)(3) no registration fee is
required to be paid.

                              -------------------

         This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                       2
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         This Registration Statement relates to the registration of an
indeterminate number of participation interests in the Colonial Bank, FSB 401(k)
Savings Plan (the "Plan"). Documents containing the information required by Part
I of the Registration Statement have been or will be sent or given to
participants in the Plan, as specified by Securities Act Rule 428(b)(1).

         Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Colonial
Bankshares, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

         a) The Company's prospectus containing audited financial statements for
the fiscal years ended December 31, 2004 and 2003 (Commission File No.
333-123583) filed with the Commission on June 1, 2005 pursuant to Rule 424(b)(3)
of the Securities Act of 1933, as amended (the "Securities Act");

         b) The Company's Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 2005 (Commission File No. 000-51385), filed with the
Commission on June 29, 2005;

         c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the quarterly period covered by the Quarterly Report on Form 10-QSB referred
to in (b) above; and

         d) The description of the Company's common stock contained in the
Registration Statement on Form 8-A (Commission File No. 000-51385) filed by the
Company with the Commission under the Securities Act on June 28, 2005, and all
amendments or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.

         The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Edward
J. Geletka, President and Chief Executive Officer, Colonial Bankshares, Inc., 85
West Broad Street, Bridgeton, NJ 08302-2400, telephone number (856) 451-5800.

         All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

                                       3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of Colonial Bank, FSB.
Although there are no indemnification provisions in the charter and bylaws of
the Registrant, all the directors and officers of the Registrant hold the same
position with Colonial Bank, FSB and have indemnification under OTS Regulations
as described below.

         Generally, federal regulations define areas for indemnity coverage for
federal savings associations as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:

                  (i)      Any amount for which that person becomes liable under
                           a judgment in such action; and

                  (ii)     Reasonable costs and expenses, including reasonable
                           attorneys' fees, actually paid or incurred by that
                           person in defending or settling such action, or in
                           enforcing his or her rights under this section if he
                           or she attains a favorable judgment in such
                           enforcement action.

         (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

                  (i)      Final judgment on the merits is in his or her favor;
                           or

                  (ii)     In case of:

                           a.       Settlement,

                           b.       Final judgment against him or her, or

                           c.       Final judgment in his or her favor, other
                                    than on the merits, if a majority of the
                                    disinterested directors of the savings
                                    association determine that he or she was
                                    acting in good faith within the scope of his
                                    or her employment or authority as he or she
                                    could reasonably have perceived it under the
                                    circumstances and for a purpose he or she
                                    could reasonably have believed under the
                                    circumstances was in the best interest of
                                    the savings association or its members.
                                    However, no indemnification shall be made
                                    unless the association gives the Office at
                                    least 60 days notice of its intention to
                                    make such indemnification. Such notice shall
                                    state the facts on which the action arose,
                                    the terms of any settlement, and any
                                    disposition of the action by a court. Such
                                    notice, a copy thereof, and a certified copy
                                    of the resolution containing the required
                                    determination by the board of directors
                                    shall be sent to the Regional Director, who
                                    shall promptly acknowledge receipt thereof.
                                    The notice period shall run from the date of
                                    such receipt. No such indemnification shall
                                    be made if the OTS advises the association
                                    in writing, within such notice period, of
                                    its objection thereto.

         (c)      As used in this paragraph:

                  (i)      "Action" means any judicial or administrative
                           proceeding, or threatened proceeding, whether civil,
                           criminal, or otherwise, including any appeal or other
                           proceeding for review;

                                       4
(ii)     "Court" includes, without limitation, any court to
                           which or in which any appeal or any proceeding for
                           review is brought;

                  (iii)    "Final Judgment" means a judgment, decree, or order
                           which is not appealable or as to which the period for
                           appeal has expired with no appeal taken;

                  (iv)     "Settlement" includes the entry of a judgment by
                           consent or confession or a plea of guilty or of nolo
                           contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------
4                Form of Common Stock Certificate                     *

     5                Opinion of Luse Gorman Pomerenk & Schick, P.C.       Exhibit 5

     10               Colonial Bank, FSB 401(k) Savings Plan               Exhibit 10

     23.1             Consent of Luse Gorman Pomerenk & Schick, P.C.       Contained in Exhibit 5

     23.2             Consent of Beard Miller Company LLP.                 Exhibit 23.2

     24               Power of Attorney.                                   Contained on Signature Page

     99               Prospectus Supplement                                **
*        Incorporated by reference to Exhibit 4 to the Registration Statement on
         Form SB-2 (Commission File No. 333-123583), originally filed by the
         Company under the Securities Act of 1933 with the Commission on March
         25, 2005, and all amendments or reports filed for the purpose of
         updating such description.
**       Incorporated by reference to the Form SB-2 Registration Statement
         (Commission File No. 333-123583), originally filed by the Company under
         the Securities Act of 1933 with the Commission on March 25, 2005, and
         all amendments or reports filed for the purpose of updating such
         description.

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where

                                       5
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bridgeton, State of New
Jersey, on this 8th day of August, 2005.

                                               COLONIAL BANKSHARES, INC.

                                            By:/s/ Edward J. Geletka
                                               ---------------------------------
                                               Edward J. Geletka, President
                                               and Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Colonial Bankshares, Inc.
(the "Company") hereby severally constitute and appoint Edward J. Geletka, as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Edward J. Geletka may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of participation interests in
the Colonial Bank, FSB 401(k) Savings Plan, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Edward J. Geletka shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
/s/ Edward J. Geletka                                                                  August 8, 2005
-------------------------------             President, Chief Executive
Edward J. Geletka                           Officer and Director (Principal
                                            Executive Officer)

/s/ L. Joseph Stella, III                                                               August 8, 2005
--------------------------------            Executive Vice President and Chief
L. Joseph Stella, III                       Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)

/s/ Frank M. Hankins, Jr.                   Chairman of the Board                       August 8, 2005
------------------------------
Frank M. Hankins, Jr.

/s/ Albert A. Fralinger, Jr.                Vice Chairman of the Board                  August 8, 2005
-----------------------------
Albert A. Fralinger, Jr.
/s/ Richard S. Allen                        Director                                    August 8, 2005
---------------------------
Richard S. Allen

/s/ Gregory J. Facemyer                     Director                                    August 8, 2005
---------------------------
Gregory J. Facemyer

/s/ John Fitzpatrick                        Director                                    August 8, 2005
---------------------------
John Fitzpatrick

/s/ James Quinn                             Director                                    August 8, 2005
---------------------------
James Quinn
THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bridgeton, State of New
Jersey, on August 8, 2005.

                                   COLONIAL BANK, FSB 401(k) SAVINGS PLAN

                                By: /s/ Edward J. Geletka
                                    -----------------------------------
                                    Name:  Edward J. Geletka
                                    Title: President and Chief Executive Officer
                                           of Colonial Bank, FSB
                                    (Duly authorized representative)
EXHIBIT INDEX

   Exhibit Number             Description
   --------------             -----------

         4        Form of Common Stock Certificate (Incorporated by reference to
                  Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission File No. 333-123583), originally filed by the
                  Company under the Securities Act of 1933 with the Commission
                  on March 25, 2005, and all amendments or reports filed for the
                  purpose of updating such description).

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10       Colonial Bank, FSB 401(k) Savings Plan.

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of Beard Miller Company LLP.

         24       Power of Attorney (contained in the signature page to this
                  Registration Statement).

         99       Prospectus Supplement (Incorporated by reference to the Form
                  SB-2 Registration Statement (Commission File No. 333-123583),
                  originally filed by the Company under the Securities Act of
                  1933 with the Commission on May 25, 2005, and all amendments
                  or reports filed for the purpose of updating such
                  description.)