Registration No. 333-______

      As filed with the Securities and Exchange Commission on May 11, 2007
                                 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)

           Colonial Bankshares, Inc. 2006 Stock-Based Incentive 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 Ave., N.W., Suite 400
     85 West Broad Street                          Washington, D.C.  20015
   Bridgeton, NJ 08302-2400                            (202) 274-2000
       (856) 451-5800
(Name, Address and Telephone
Number of Agent for Service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================

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

<S>                             <C>                  <C>                    <C>                       <C>
Common stock, par value
$0.01 per share                 88,625(2)             $12.47(3)             $1,105,154                 $34
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 196,468(4)           $12.47 (5)             $2,449,956                 $75
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 25,095 (6)            $13.83(5)              $347,064                  $11
--------------------------------------------------------------------------------------------------------------------

TOTALS                           310,188                                    $3,902,174                $120
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Colonial Bankshares,  Inc. 2006 Stock-Based  Incentive Plan (the "Stock
     Benefit  Plan") as a result of a stock  split,  stock  dividend  or similar
     adjustment of the  outstanding  common stock of Colonial  Bankshares,  Inc.
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3) Determined pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(6)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.

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

     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.

<PAGE>

PART I.

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

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended  December  31,  2006  (Commission  File  No.  000-51385),  filed  with the
Commission  on March 29, 2007 pursuant to Section  13(a) of the  Securities  and
Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on June 28, 2005
(Commission File No. 000-51385).

     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.

     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.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.
<PAGE>
Item 6.  Indemnification of Directors and Officers

     Article XIII of the Company's  bylaws provides for the  indemnification  of
the Company's directors, officers and employees, as follows:

                         ARTICLE XIII - Indemnification

     The Company shall indemnify its personnel,  including  directors,  officers
and  employees,  to the fullest  extent  authorized  by  applicable  law and OTS
regulations, as the same exists or may hereafter be amended.

     Generally,  federal regulations  applicable to federal savings associations
that are also applicable to the Company,  define areas for indemnity coverage 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;

        (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.
<PAGE>
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.                Attached as Exhibit 5

    10          Colonial Bankshares, Inc. 2006 Stock-Based
                Incentive Plan                                                **

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

    23.2        Consent of Beard Miller Company LLP                           Attached as Exhibit 23.2

    24          Power of Attorney                                             Contained on Signature Page
</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 Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51385),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 15, 2006.

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 of 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  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
<PAGE>
     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.


<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 11th day of May, 2007.


                                               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 shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted  under the  Colonial  Bankshares,  Inc.  2006  Stock-Based
Incentive 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               President, Chief Executive                  May 11, 2007
-------------------------------     Officer and Director (Principal
Edward J. Geletka                   Executive Officer)



\s\ L. Joseph Stella, III           Executive Vice President and Chief          May 11, 2007
-------------------------------     Financial Officer
L. Joseph Stella, III               (Principal Financial and Accounting
                                    Officer)



\s\ Frank M. Hankins, Jr.           Chairman of the Board                       May 11, 2007
-------------------------------
Frank M. Hankins, Jr.




\s\ Albert A. Fralinger, Jr.        Vice Chairman of the Board                  May 11, 2007
-------------------------------
Albert A. Fralinger, Jr.

<PAGE>

\s\ Richard S. Allen                Director                                    May 11, 2007
-------------------------------
Richard S. Allen




\s\ Gregory J. Facemyer             Director                                    May 11, 2007
-------------------------------
Gregory J. Facemyer




\s\ John Fitzpatrick                Director                                    May 11, 2007
-------------------------------
John Fitzpatrick




\s\ James Quinn                     Director                                    May 11, 2007
-------------------------------
James Quinn
</TABLE>

<PAGE>

                                  EXHIBIT INDEX


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

         4          Form of Common Stock Certificate *

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

         11         Colonial Bankshares, Inc. 2006 Stock-Based
                    Incentive Plan**

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

         23.2       Consent of Beard Miller Company LLP

         24         Power of Attorney (Contained on Signature Page)

-------------------------------
*    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 Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51385),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 15, 2006.
[{"type": "S-8", "sequence": "1", "filename": "forms8_050907.txt", "secsgml_size_bytes": 21213}]
{"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": "333-142840", "film-number": "07840600"}, "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 May 11, 2007
                                 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)

           Colonial Bankshares, Inc. 2006 Stock-Based Incentive 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 Ave., N.W., Suite 400
     85 West Broad Street                          Washington, D.C.  20015
   Bridgeton, NJ 08302-2400                            (202) 274-2000
       (856) 451-5800
(Name, Address and Telephone
Number of Agent for Service)
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
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 88,625(2)             $12.47(3)             $1,105,154                 $34
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 196,468(4)           $12.47 (5)             $2,449,956                 $75
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 25,095 (6)            $13.83(5)              $347,064                  $11
--------------------------------------------------------------------------------------------------------------------

TOTALS                           310,188                                    $3,902,174                $120
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Colonial Bankshares,  Inc. 2006 Stock-Based  Incentive Plan (the "Stock
     Benefit  Plan") as a result of a stock  split,  stock  dividend  or similar
     adjustment of the  outstanding  common stock of Colonial  Bankshares,  Inc.
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3) Determined pursuant to 17 C.F.R. Section 230.457(c).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(6)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.

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

     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.
PART I.

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

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended  December  31,  2006  (Commission  File  No.  000-51385),  filed  with the
Commission  on March 29, 2007 pursuant to Section  13(a) of the  Securities  and
Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on June 28, 2005
(Commission File No. 000-51385).

     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.

     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.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.
Item 6.  Indemnification of Directors and Officers

     Article XIII of the Company's  bylaws provides for the  indemnification  of
the Company's directors, officers and employees, as follows:

                         ARTICLE XIII - Indemnification

     The Company shall indemnify its personnel,  including  directors,  officers
and  employees,  to the fullest  extent  authorized  by  applicable  law and OTS
regulations, as the same exists or may hereafter be amended.

     Generally,  federal regulations  applicable to federal savings associations
that are also applicable to the Company,  define areas for indemnity coverage 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;

        (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.                Attached as Exhibit 5

    10          Colonial Bankshares, Inc. 2006 Stock-Based
                Incentive Plan                                                **

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

    23.2        Consent of Beard Miller Company LLP                           Attached as Exhibit 23.2

    24          Power of Attorney                                             Contained on Signature Page
------------------------------
*    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 Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51385),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 15, 2006.

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 of 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  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.
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 11th day of May, 2007.

                                               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 shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted  under the  Colonial  Bankshares,  Inc.  2006  Stock-Based
Incentive 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               President, Chief Executive                  May 11, 2007
-------------------------------     Officer and Director (Principal
Edward J. Geletka                   Executive Officer)

\s\ L. Joseph Stella, III           Executive Vice President and Chief          May 11, 2007
-------------------------------     Financial Officer
L. Joseph Stella, III               (Principal Financial and Accounting
                                    Officer)

\s\ Frank M. Hankins, Jr.           Chairman of the Board                       May 11, 2007
-------------------------------
Frank M. Hankins, Jr.

\s\ Albert A. Fralinger, Jr.        Vice Chairman of the Board                  May 11, 2007
-------------------------------
Albert A. Fralinger, Jr.
\s\ Richard S. Allen                Director                                    May 11, 2007
-------------------------------
Richard S. Allen

\s\ Gregory J. Facemyer             Director                                    May 11, 2007
-------------------------------
Gregory J. Facemyer

\s\ John Fitzpatrick                Director                                    May 11, 2007
-------------------------------
John Fitzpatrick

\s\ James Quinn                     Director                                    May 11, 2007
-------------------------------
James Quinn
EXHIBIT INDEX

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

         4          Form of Common Stock Certificate *

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

         11         Colonial Bankshares, Inc. 2006 Stock-Based
                    Incentive Plan**

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

         23.2       Consent of Beard Miller Company LLP

         24         Power of Attorney (Contained on Signature Page)

-------------------------------
*    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 Appendix B to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-51385),  filed by the Company under the  Securities and Exchange Act of
     1934, on June 15, 2006.