As Filed with the Securities and Exchange Commission on October 2, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                            COLONIAL COMMERCIAL CORP.
                            -------------------------
             (Exact name of registrant as specified in its charter)

        NEW YORK                                11-2037182
(State or other jurisdiction of         (IRS Employer I.D. Number)
incorporation or organization)

             3601 HEMPSTEAD TURNPIKE, LEVITTOWN, NEW YORK 11756-1315
             -------------------------------------------------------
                    (Address of principal executive offices)

                             1986 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             ----------------------
                              (Full Title of Plans)

                             Bernard Korn, President
             3601 Hempstead Turnpike, Levittown, New York 11756-1315
                     (Name and address of agent for service)

                                 (516)-796-8400
                                 --------------
          (Telephone number, including area code, of agent for service)

               Copies of all                 Oscar D. Folger, Esq.
               communications to:            521 Fifth Avenue
                                             New York, New York 10175

                         CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed     Proposed
                               Maximum       Maximum      Maximum
Title of           Amount        Offering     Aggregate    Amount of
Securities to      to be         Price Per    Offering     Registration
BE REGISTERED      REGISTERED    SHARE(1)     PRICE(1)     FEE
--------------------------------------------------------------------------------
Common Stock,
$.01 par value    1,727,500            $.50          $863,750      $ 261.75


(1) Estimated for purposes of computing  the  registration  fee pursuant to Rule
457(c)  at $.50  share  based  upon the  average  of the high and low  prices on
September 25, 1997.



<PAGE>


PROSPECTUS
----------
                            COLONIAL COMMERCIAL CORP.
                        --------------------------------

                        1,727,500 Shares of Common Stock

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

      This  Prospectus  relates to 1,727,500  shares of Common  Stock,  $.01 par
value, of which 1,000,000 shares are issuable  pursuant to the 1996 Stock Option
Plan (the "1996  Plan") and  727,500  shares are  issuable  pursuant to the 1986
Stock Option Plan (the "1986 Plan") of Colonial Commercial Corp. (the "Company")
(the "Shares").  Any Shares which are offered will be offered for the respective
accounts of the Selling  Shareholders.  This  Prospectus  does not relate to the
sale or issuance by the Company of any securities.  The Company will not receive
any  proceeds  from the sale of the  Shares  by the  Selling  Shareholders.  The
Company will receive exercise prices upon exercise of the stock options.

      The Company has been advised by the Selling Shareholders that there are no
underwriting  arrangements  with  respect  to the sale of the  Shares,  that the
Shares will be sold from time to time in the National  Association of Securities
Dealers   Automated   Quotation  System  Small-Cap  Market  ("Nasdaq")  at  then
prevailing prices and/or in private  transactions at negotiated prices, and that
usual and customary  brokerage fees will be paid by the Selling  Shareholders in
connection therewith. See "Plan of Distribution."

      The  Company's  Common Stock is traded on Nasdaq under the symbol CCOM. As
of  September  25, 1997 the last sale price for the  Company's  Common  Stock as
reported by Nasdaq was $0.50 per share. ---------------------

                 THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 3.
                              ---------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
 OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

================================================================================
                                                            PROCEEDS TO
                    PRICE TO    UNDERWRITING DISCOUNTS      SELLING
                    PUBLIC (1)  AND COMMISSIONS         SHAREHOLDERS(1)
                    ----------------------------------------------
PER SHARE..                             -0-
                    ----------------------------------------------
Total  .........                        -0-
================================================================================

     (1)  Not determinable at present time.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 2, 1997.




<PAGE>


                              AVAILABLE INFORMATION
                              ---------------------

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934  and in  accordance  therewith  files  reports  and  other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Reports,  registration statements,  proxy statements and other information filed
by the Company with the  Commission  can be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington,  D.C. 20549, and at the Commission's Regional Offices:
Suite 1400,  Northwestern  Atrium  Center,  500 West  Madison  Street,  Chicago,
Illinois 60661-2511; Suite 1300, 7 World Trade Center, New York, New York 10048;
and Suite 500, 5757 Wilshire Boulevard, Los Angeles, California 90036; and, with
respect to registration  statements,  Suite 788, 1375 Peachtree Street, Atlanta,
Georgia.  Copies of such  materials  can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
prescribed  rates,  and  can  also  be  accessed   electronically   through  the
Commission's Web site at http://www.sec.gov.

The Company  undertakes  to provide  without  charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in the
Prospectus (not including  exhibits to the  information  that is incorporated by
reference unless such exhibits are  specifically  incorporated by reference into
the  information  that the  Prospectus  incorporates).  Such  request  should be
directed to the Secretary,  Colonial  Commercial Corp., 3601 Hempstead Turnpike,
Levittown, New York 11756-1315.


      NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
      REPRESENTATIONS   OTHER  THAN  THOSE   CONTAINED  IN  THIS  PROSPECTUS  IN
      CONNECTION WITH THE OFFERING  DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH
      INFORMATION  OR  REPRESENTATIONS  MUST NOT BE RELIED  UPON AS HAVING  BEEN
      AUTHORIZED.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  IN ANY
      JURISDICTION  TO ANY PERSON TO WHOM SUCH  OFFER  WOULD BE  UNLAWFUL  OR AN
      OFFERING OF ANY SECURITIES  OTHER THAN THE REGISTERED  SECURITIES TO WHICH
      IT RELATES.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE
      MADE  HEREUNDER  AT ANY TIME  SHALL  IMPLY THAT THE  INFORMATION  PROVIDED
      HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.


                                       2

<PAGE>



                                   THE COMPANY

      Colonial  Commercial Corp. (the "Company") is a New York corporation which
was  incorporated on October 28, 1964.  Since 1993 the Company has been offering
consulting and advisory services to financial  institutions  while it was in the
process of evaluating investment opportunities.

      On May 19,  1995,  the Company  purchased  the  capital  stock of Atlantic
Hardware and Supply  Corporation  ("Atlantic")  a  distributor  of door hardware
doors and frames  used in new  building  construction,  rehabilitated,  interior
tenant buildouts and building maintenance for approximately $3.8 million.  Since
acquisition  of  Atlantic,  the  Company's  principal  business  activity is the
distribution  of builders'  hardware.  The Company also owns 7.2% of Monroc Inc.
("Monroc"),  a publicly-traded  concrete products company  headquartered in Salt
Lake City,  Utah.  Both Monroc and the Company have  several  parcels of land in
Utah which the Company  believes have  significant  development  potential.  The
Company continues to seek acquisitions of going concerns and to offer consulting
services to lenders.

      The Company's  principal  executive  offices are located at 3601 Hempstead
Turnpike,   Levittown,   New  York  11756-1315  and  its  telephone   number  is
(516)-796-8400.

                                  RISK FACTORS

         An  investment  in the Common  Stock  involves  a high  degree of risk.
Prospective  investors  should  consider  carefully the following  risk factors,
among others, relating to the Company.

COMPETITION AND DIFFICULTY IN ENTERING NEW MARKETS

         Atlantic  competes  primarily with other hardware  distributors who are
selected  by  architects,   owners,  and/or  construction  managers.  Atlantic's
competition  varies from region to region,  primarily because builders' hardware
distributors  are generally  local single market firms.  Competition  is usually
based on pricing and  reputation.  Atlantic also competes with firms that supply
the complete door package,  which includes doors and frames as well as hardware.
Many of its  competitors  have  more  capital  resources  than  Atlantic  or the
Company.  Increased competition may result in downward pressure on the Company's
gross  margins  and could  have a  materially  adverse  effect on the  Company's
business financial condition, liquidity, and results of operations.

         Hardware distributors are generally selected by architects, owners,
and/or construction managers. Entry into new markets is


                                       3
<PAGE>


difficult  due to the  time  required  to  establish  a  reputation  with  local
contractors  and  architects.  There is also limited  availability  of competent
local management and staff. CYCLICALITY OF CONSTRUCTION INDUSTRY

         Atlantic's  customers are in the  construction  industry,  which can be
sensitive  to  fluctuations  in broad  economic  trends such as regional  growth
rates,  vacancy  rates,  overbuilding,  interest  rates,  and national and local
taxation. Construction activity can also be affected by weather patterns, with a
tendency to reduced  activity  during winter months.  There can be no assurances
that economic or weather  conditions  beyond the control of the Company will not
have a material adverse effect on the Company's financial condition,  liquidity,
and results of operations.

NEED TO MAINTAIN WORKING CAPITAL

         Collections  of accounts  receivable in the  construction  industry are
generally  slow and subject to retainage.  In order to keep  Atlantic's  vendors
current,  the Company and Atlantic must maintain adequate working capital to pay
suppliers  and support  Atlantic's  operations.  Failure to remain  sufficiently
current in its  accounts  payable  could  result in  limitations  in  Atlantic's
ability to obtain  materials  or the  imposition  of onerous  credit and payment
terms by vendors.  The inability to maintain  sufficient  working  capital could
have a material adverse effect on the Company's financial condition,  liquidity,
and results of operations.  There can be no assurances  that the Company will be
able to  maintain  sufficient  working  capital  to pay  suppliers  and  support
Atlantic's operations.

DEPENDENCE ON KEY PERSONNEL

         The  Company's  success  depends  to  a  significant  extent  upon  the
continued  service of Bernard Korn,  its  President,  and James W. Stewart,  its
Executive Vice President and Chief Financial Officer. The Company has employment
agreements  with Messrs.  Korn and Stewart  which expire in December  1998.  The
Company does not have key person life  insurance.  Neither of these  individuals
have signed  agreements  binding them not to compete with the Company  following
termination of his employment  with the Company.  The Company also will continue
to depend on other  members  of its  senior  staff as well as on its  ability to
continue to attract,  retain and motivate additional  qualified  personnel.  The
competition for experienced  personnel is intense,  and the loss of the services
of one or more of the  Company's  key  employees  could have a material  adverse
effect on the  Company's  business  operations  and  prospects.  There can be no
assurance  that the Company will be  successful  in  retaining  its existing key
employees or in attracting and retaining any additional personnel


                                       4
<PAGE>


it requires.

POTENTIAL FUTURE NEED FOR ADDITIONAL FUNDS

         The  Company  anticipates  that its  current  working  capital  will be
sufficient to fund its currently planned  activities for the next 12 months from
the date of this  Prospectus.  No  assurance  can be  given,  however,  that the
Company will not encounter unforeseen  difficulties that may deplete its capital
resources  more  rapidly  than  anticipated,  which  could  require  it to  seek
additional financing sooner than currently anticipated. The timing and amount of
any  additional  financing  that is required to continue the  acquisition of new
businesses and the development of the Company's  current  business and for other
purposes  will depend on the  ability of the  Company to improve  its  operating
results  and other  factors.  In its  financial  planning,  the  Company has not
assumed that it will receive any  proceeds  from the exercise of stock  options.
There can be no assurance that any additional financing will be available to the
Company,  if and when required,  on terms acceptable to the Company or that such
additional financing, if available,  would not result in substantial dilution of
the equity interests of existing stockholders.

MAINTENANCE CRITERIA FOR NASDAQ SECURITIES; PENNY STOCK RULES

         The Common Stock is quoted on Nasdaq. In order to maintain such listing
the Company must continue to be registered under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") and have either net tangible assets of
at least $2,000,000,  a market  capitalization of at least  $35,000,000,  or net
income of at least $500,000 in two of the last three fiscal years.  In addition,
there must be at least 500,000 shares  outstanding not held by affiliates of the
Company with a market value of at least $1,000,000, at least 300 shareholders, a
minimum  bid  price of $1.00 per  share,  and at least two  market  makers.  The
Company  believes  that it complies with all of the  requirements  for continued
listing  except the  minimum  bid price of $1.00 per share.  If the price of the
Company's Common Stock does not rise to over $1.00 in the near future, it may be
necessary  for the  Company to effect a reverse  stock split in order to satisfy
the requirements.  In general,  there can be no assurance that in the future the
Company will continue to meet the requirements for continued  listing on Nasdaq.
If the Company's  securities fail to maintain a Nasdaq listing, the market value
of the Common Stock would likely  decline and  purchasers  thereof  would likely
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, the Common Stock.

         In addition, if the Company fails to maintain a Nasdaq


                                       5
<PAGE>


listing for its  securities,  and no other  exclusion  from the  definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction  in the  Company's  securities  would be  required  to  provide  any
customer with a risk disclosure  document,  disclosure of market quotations,  if
any,  disclosure of the compensation of the broker-dealer and its salesperson in
the transaction and monthly account  statements showing the market values of the
Company's  securities  held  in the  customer's  accounts.  The  bid  and  offer
quotation and  compensation  information must be provided prior to effecting the
transaction  and must be contained on the  customer's  confirmation.  If brokers
become subject to the "penny stock" rules when engaging in  transactions  in the
Company's  securities,  they  would  become  less  willing  to  engage  in  such
transactions,  thereby  making it more  difficult  for  purchasers of the Common
Stock to dispose of their shares.

SHARES ELIGIBLE FOR FUTURE SALE

         Sales of  substantial  amounts  of Common  Stock of the  Company in the
public market following this offering could adversely affect  prevailing  market
prices. Of the 15,486,385 shares of Common Stock and Convertible Preferred Stock
outstanding as of the date of this  prospectus,  15,486,385  shares are eligible
for resale in the public market,  subject to compliance  with Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act").

CONTROL BY CURRENT DIRECTORS

         The  current  directors  own  approximately  10.1%  of the  issued  and
outstanding  shares  of Common  Stock and  voting  Convertible  Preferred  Stock
(assuming no exercise of any outstanding options or warrants).  Accordingly, the
current  directors will be able to  substantially  influence the election of the
Company's  directors,  to cause an  increase  in the  authorized  capital or the
dissolution,  merger,  or sale of the assets of the  Company  and  generally  to
control the affairs of the Company.

DIVIDENDS NOT LIKELY

         The Company has never paid  dividends on its  Preferred or Common Stock
and does not anticipate  that it will pay dividends in the  foreseeable  future.
Any  earnings  that may be  generated  will be used to finance the growth of the
Company's business.

PROCEEDS NOT ALLOCATED TO SPECIFIC USES

         There can be no  assurances  that the Company will receive any proceeds
from the exercise of the stock options.  Not all stock options may be exercised,
which could result in the proceeds to


                                       6
<PAGE>


the Company being minimal.  Any proceeds received from the exercise of the stock
options would be added to working capital. The Company has no definite plans for
the use of any  proceeds  from the  exercise  of the stock  options  nor has the
Company made any specific allocations as to the use of any such proceeds.


                                 USE OF PROCEEDS

         Should all the options  currently owned by the Selling  Shareholders be
exercised, the net proceeds to the Company would be approximately $328,000 after
deducting expenses of the offering estimated at $10,000.  All such proceeds will
be added to the Company's working capital. The Company has not made any specific
allocations  as to the use of any  such  proceeds.  Prior  to  expenditure,  the
proceeds  will be invested in  short-term  interest-bearing  securities or money
market  funds.  Any income from such  investments  will also be added to working
capital.

         The  Company  will not be  entitled  to the  proceeds  of any shares of
Common Stock which are sold by the Selling Shareholders.





                                       7
<PAGE>


                              SELLING SHAREHOLDERS

         The  securities  covered  by the 1996  Plan and the 1986 Plan are being
offered  on  behalf of the  following  current  directors  and  officers  of the
Company.

<TABLE>
<CAPTION>

                                         SECURITIES                      SECURITIES
                                        OWNED BEFORE      SECURITIES     OWNED AFTER
NAME AND ADDRESS                         OFFERING (1)     TO BE SOLD     OFFERING(1)
                                        ------------      ----------     -----------
<S>                                      <C>           <C>            <C>

Raphael M. Brackman (2)                       48,000        45,000         3,000

Gerald Deutsch (3)                            37,500        27,500        10,000

William Koon (4)                              74,410        27,500        46,910

Bernard Korn (5)                             552,805       310,000       242,805

Donald K. MacNeill (6)                        70,000        70,000             0

Ronald Miller (7)                             27,500        27,500             0

Jack Rose (8)                                 85,980        27,500        58,480

Paul Selden (9)                              100,000       100,000             0

James W. Stewart (10)                        120,000       100,000        20,000

Carl L. Sussman (11)                         255,787        27,500       228,287

<FN>

(1)  Excludes shares of the Company's voting Convertible Preferred Stock.

(2)  Mr.  Brackman is a director of the Company.  His address is 1353 Long Beach
     Road, Rockville Centre, NY.

(3)  Mr.  Deutsch is a director  of the  Company.  His  address is 6 Harbor Park
     Drive, Port Washington, NY.

(4)  Mr. Koon is a director of the Company.  His address is 7200 Slabtown  Road,
     Columbus Grove, OH.

(5)  Assuming the exercise and sale of all options registered  hereunder,  after
     this  offering  Mr.  Korn would hold  approximately  2.7% of the  Company's
     outstanding  Common  Stock.  Mr.  Korn is  President  and a director of the
     Company.  Mr.  Korn's  address  is  c/o  Colonial  Commercial  Corp.,  3601
     Hempstead Turnpike, Levittown, NY.

(6)  Mr.  MacNeill is a director of the  Company.  His address is 510 No.  Ocean
     Blvd., Pompano Beach, FL.

(7)  Mr. Miller is a director of the Company.  His address is 5 Willipie Street,
     Wapakoneta, OH.

(8)  Mr. Rose is a director of the  Company.  His address is 220 Lake Link Road,
     Winter Haven, FL.



                                       8
<PAGE>




(9)  Mr.  Selden is President of Atlantic,  the  Company's  principal  operating
     subsidiary. His address is 601 West 26th Street, New York, NY.

(10) Mr.  Stewart is Executive Vice  President,  Chief  Financial  Officer and a
     director of the Company.  Mr. Stewart's address is c/o Colonial  Commercial
     Corp., 3601 Hempstead Turnpike, Levittown, NY.

(11) Assuming the exercise and sale of all options registered  hereunder,  after
     this offering Mr.  Sussman would hold  approximately  2.6% of the Company's
     outstanding  Common Stock.  Mr.  Sussman is a director of the Company.  His
     address is 3869 Darston Street, Palm Harbor, FL.
</FN>
</TABLE>


                              MATERIAL DEVELOPMENTS

     The  following  material  developments  have  occurred  since the Company's
filing of its quarterly  report on Form 10-QSB for the fiscal quarter ended June
30, 1997.

     On August 19, 1997,  the Company  announced that it was  discontinuing  its
efforts to acquire US Computer Group, Inc., a computer  maintenance and products
company.


                              PLAN OF DISTRIBUTION

     The Shares are being  offered  for the  respective  accounts of the Selling
Shareholders.  The Company  will not receive any  proceeds  from the sale of any
Shares by the Selling Shareholders. The Company will receive the exercise prices
of any options which are exercised by the Selling Shareholders.

     The sale of Shares by the Selling Shareholders may be effected from time to
time in transactions on Nasdaq, in negotiated  transactions,  through the timing
of options on the Shares,  or through a combination  of such methods of sale, at
fixed prices,  which may be charged at market  prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices.  The Selling  Shareholders  may effect such  transactions by selling the
Shares  to or  through  broker-dealers,  and  such  broker-dealers  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Shareholders  and/or  the  purchasers  of the  Shares  for  which  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  may  be in  excess  of
customary compensation).

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and  profit on any sale of the  Shares as  principal  might be deemed to be
underwriting discounts and commissions under the Securities Act.



                                       9
<PAGE>


                                     EXPERTS

     The  consolidated  financial  statements of Colonial  Commercial  Corp. and
subsidiaries  as of December 31, 1996 and 1995, and for each of the years in the
three-year  period ended December 31, 1996 have been  incorporated  by reference
herein and in the  registration  statement  in reliance  upon the report of KPMG
Peat Marwick LLP,  independent  certified  public  accountants,  incorporated by
reference  herein,  and upon the authority of said firm as experts in accounting
and auditing.


                                  LEGAL MATTERS

     Certain  legal  matters in  connection  with this offering are being passed
upon for the Company by Oscar D. Folger,  Esq.,  New York,  New York. Mr. Folger
owns 20,000  shares of Common Stock of the Company and holds  options to acquire
15,000 shares which are included in this Prospectus.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are incorporated in this Prospectus and made a part
hereof by reference:

         1. The  Company's  annual  report on Form 10-KSB and  definitive  Proxy
         Statement for the year ended December 31, 1996.

         2. The  Company's  quarterly  reports  on Form  10-QSB  for the  fiscal
         quarters ended March 31, 1997 and June 30, 1997.

         3. The section  entitled  "Capital  Stock - Common Stock"  contained in
         Registration   Statement  No.  2-62100  on  Form  S-8  filed  with  the
         Commission, under the Securities Act, on April 13, 1987.

     In  addition,  all reports,  proxy  statements  and other  documents of the
Company hereafter filed with the Commission  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering of the
securities  covered  by  this  Prospectus  or  the  filing  of a  post-effective
amendment,  which  indicates  that  all  securities  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  in this  Prospectus  and made a part hereof by reference  from the
date of filing each such document. The Commission file number for such documents
is 1-6663. Any statement contained in an earlier document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein or in any other



                                       10
<PAGE>



subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein 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 Prospectus.


                                 INDEMNIFICATION

     The  Certificate  of   Incorporation  of  the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by the Company to the fullest extent  permitted by law.  Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.


                             ADDITIONAL INFORMATION

     This Prospectus contains certain information concerning the Company and its
securities,  but  does  not  contain  all  the  information  set  forth  in  the
Registration  Statement and the Exhibits thereto filed with the Commission under
the  Securities  Act, to which  reference is made. Any summary from the Exhibits
contained  in  this  Prospectus  is  necessarily  incomplete  and  must  not  be
considered as a full statement of the provisions of such instruments.



                                       11
<PAGE>


                            COLONIAL COMMERCIAL CORP.



                        1,727,500 SHARES OF COMMON STOCK



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

                                   PROSPECTUS
                             ----------------------



                                 October 2, 1997





     NO DEALER,  SALESMAN OR ANY OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS,  AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS  MUST NOT
BE RELIED UPON AS HAVING BEEN  AUTHORIZED BY THE COMPANY.  THIS  PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER  TO SELL OR A  SOLICITATION  OF ANY  OFFER TO BUY ANY
SECURITIES IN ANY  JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION  WOULD BE
UNLAWFUL.  NEITHER THE DELIVERY OF THIS  PROSPECTUS  NOR ANY SALE MADE HEREUNDER
SHALL  UNDER ANY  CIRCUMSTANCES  CREATE ANY  IMPLICATION  THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.





<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ----------------------------------------

     See "Incorporation of Certain Information by Reference."


ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------
     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

     See "Experts" and "Legal Matters."


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

     Section 721 of the New York Business Corporation Law provides as follows:

     The  indemnification  and advancement of expenses  granted  pursuant to, or
provided by, this article  shall not be deemed  exclusive of any other rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be  entitled,  whether  contained in the  certificate  of  incorporation  or
by-laws,  (i) a resolution of shareholders,  (ii) a resolution of directors,  or
(iii)  an  agreement  providing  for  such  indemnification,  provided  that  no
indemnification  may be made to or on behalf of any  director  or  officer  if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage  to which  he was not  legally  entitled.  Nothing  contained  in this
article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

     The  Company's  Certificate  of  Incorporation,  as  amended,  permits  the
indemnification of officers and directors in connection with both derivative and
non-derivative actions to the full extent permitted by the statute. The relevant
provision of the Certificate of Incorporation is as follows:

     The  directors  and  officers  of the  Corporation  shall be entitled to be
indemnified by the Corporation to the fullest extent permitted by law.

     The relevant provisions of the By-laws are as follows:


                                      II-1



     The  Corporation  shall indemnify its directors and officers to the fullest
extent permitted by law at the time indemnity is requested. Such indemnification
shall be made for all matters or omissions whenever occurring, whether before or
after the adoption of these by-laws.

     Expenses incurred by a director or officer in defending a civil or criminal
action,  suit or proceeding,  shall be paid by the Corporation in advance of the
final  disposition  of such action,  suit or proceeding.  However,  such payment
shall be made  only  upon  receipt  of an  undertaking  by or on  behalf of such
director or officer to repay the  amounts  paid by the  Corporation  if it shall
ultimately  be  determined  that he is not  entitled to  indemnification  by the
Corporation in respect of the matters for which such payment was made.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in the opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to the 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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.
         -----------------------------------

ITEM 8.  EXHIBITS.
         --------
(5)      Opinion of Oscar D. Folger as to legality
(23)(a)  Consent of Oscar D. Folger (included in Exhibit 5)
(23)(b)  Consent of KPMG Peat Marwick LLP (included in Part II)
(28)(a)  1986 Stock  Option Plan  (incorporated  by  reference  from  Exhibit 10
         (c)(ii) to the Company's Annual Report on Form 10-K for 1987 filed with
         the Commission on March 30, 1988).
(28)(b)  1996 Stock Option Plan

ITEM 9.   UNDERTAKINGS.
          -------------
(a)      The undersigned Registrant hereby undertakes:


                                      II-2

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:


         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the  Prospectus any fact or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         PROVIDED,  HOWEVER,  that paragraphs (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on Form S-3, or Form S-8,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by  Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the 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 offering.

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

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to  directors,  officers or
persons  controlling  the Registrant  pursuant to the foregoing  provisions,  or
otherwise, 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



                                      II-3


<PAGE>


event that a claim for indemnification  against such liabilities (other than the
payment by  Registrant  of expenses  paid or incurred by a director,  officer or
controlling person of 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,  Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to the 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.


                                      II-4


<PAGE>




                                   SIGNATURES
                                   ----------




         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Levittown,  State of New  York,  on the 29th day of
September, 1997.



                                        COLONIAL COMMERCIAL CORP.



                                        By:  /S/ BERNARD KORN
                                             President





                                      II-5



<PAGE>



                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Bernard Korn as his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead in any and all  capacities to sign any and all  amendments  (including
post-effective  amendments)  to this  registration  statement on Form S-8 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933.
                              --------------------
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                           TITLE                            DATE
---------                           -----                            ----


  /S/                     President and Director            September 29,1997
Bernard Korn

   /S/                    Director and Treasurer            September 29,1997
James W. Stewart          (Principal Accounting and
                          Financial Officer)


   /S/                    Director                          September 29, 1997
------------------
Raphael M. Brackman


    /S/                   Director                          September 29, 1997
------------------
Gerald S. Deutsch


    /S/                   Director                          September 29, 1997
------------------
William Koon


    /S/                   Director                          September 29, 1997
------------------
Donald K. MacNeill


    /S/                   Director                          September 29, 1997
Ronald Miller


    /S/                   Director                          September 29, 1997
Jack Rose


    /S/                   Director                          September 29, 1997
------------------
Carl L. Sussman




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 42523}]
{"company-data": {"conformed-name": "COLONIAL COMMERCIAL CORP", "cik": "0000021828", "assigned-sic": "6141", "irs-number": "112037182", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37025", "film-number": "97689911"}, "business-address": {"street1": "3601 HEMPSTEAD TURNPIKE", "street2": "STE 121 I", "city": "LEVITTOWN", "state": "NY", "zip": "11756-1315", "phone": "5167968400"}, "mail-address": {"street1": "3601 HEMPSTEAD TNPK", "street2": "STE 121 I", "city": "LEVITTOWN", "state": "NY", "zip": "11756-1315"}}
As Filed with the Securities and Exchange Commission on October 2, 1997

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                            COLONIAL COMMERCIAL CORP.
                            -------------------------
             (Exact name of registrant as specified in its charter)

        NEW YORK                                11-2037182
(State or other jurisdiction of         (IRS Employer I.D. Number)
incorporation or organization)

             3601 HEMPSTEAD TURNPIKE, LEVITTOWN, NEW YORK 11756-1315
             -------------------------------------------------------
                    (Address of principal executive offices)

                             1986 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                             ----------------------
                              (Full Title of Plans)

                             Bernard Korn, President
             3601 Hempstead Turnpike, Levittown, New York 11756-1315
                     (Name and address of agent for service)

                                 (516)-796-8400
                                 --------------
          (Telephone number, including area code, of agent for service)

               Copies of all                 Oscar D. Folger, Esq.
               communications to:            521 Fifth Avenue
                                             New York, New York 10175

                         CALCULATION OF REGISTRATION FEE

                               Proposed      Proposed     Proposed
                               Maximum       Maximum      Maximum
Title of           Amount        Offering     Aggregate    Amount of
Securities to      to be         Price Per    Offering     Registration
BE REGISTERED      REGISTERED    SHARE(1)     PRICE(1)     FEE
--------------------------------------------------------------------------------
Common Stock,
$.01 par value    1,727,500            $.50          $863,750      $ 261.75

(1) Estimated for purposes of computing  the  registration  fee pursuant to Rule
457(c)  at $.50  share  based  upon the  average  of the high and low  prices on
September 25, 1997.
PROSPECTUS
----------
                            COLONIAL COMMERCIAL CORP.
                        --------------------------------

                        1,727,500 Shares of Common Stock

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

      This  Prospectus  relates to 1,727,500  shares of Common  Stock,  $.01 par
value, of which 1,000,000 shares are issuable  pursuant to the 1996 Stock Option
Plan (the "1996  Plan") and  727,500  shares are  issuable  pursuant to the 1986
Stock Option Plan (the "1986 Plan") of Colonial Commercial Corp. (the "Company")
(the "Shares").  Any Shares which are offered will be offered for the respective
accounts of the Selling  Shareholders.  This  Prospectus  does not relate to the
sale or issuance by the Company of any securities.  The Company will not receive
any  proceeds  from the sale of the  Shares  by the  Selling  Shareholders.  The
Company will receive exercise prices upon exercise of the stock options.

      The Company has been advised by the Selling Shareholders that there are no
underwriting  arrangements  with  respect  to the sale of the  Shares,  that the
Shares will be sold from time to time in the National  Association of Securities
Dealers   Automated   Quotation  System  Small-Cap  Market  ("Nasdaq")  at  then
prevailing prices and/or in private  transactions at negotiated prices, and that
usual and customary  brokerage fees will be paid by the Selling  Shareholders in
connection therewith. See "Plan of Distribution."

      The  Company's  Common Stock is traded on Nasdaq under the symbol CCOM. As
of  September  25, 1997 the last sale price for the  Company's  Common  Stock as
reported by Nasdaq was $0.50 per share. ---------------------

                 THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 3.
                              ---------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
 OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

================================================================================
                                                            PROCEEDS TO
                    PRICE TO    UNDERWRITING DISCOUNTS      SELLING
                    PUBLIC (1)  AND COMMISSIONS         SHAREHOLDERS(1)
                    ----------------------------------------------
PER SHARE..                             -0-
                    ----------------------------------------------
Total  .........                        -0-
================================================================================

     (1)  Not determinable at present time.

                 THE DATE OF THIS PROSPECTUS IS OCTOBER 2, 1997.
AVAILABLE INFORMATION
                              ---------------------

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange  Act of 1934  and in  accordance  therewith  files  reports  and  other
information  with the Securities  and Exchange  Commission  (the  "Commission").
Reports,  registration statements,  proxy statements and other information filed
by the Company with the  Commission  can be  inspected  and copied at the public
reference  facilities  maintained  by the  Commission  at Room  1024,  450 Fifth
Street, N.W., Washington,  D.C. 20549, and at the Commission's Regional Offices:
Suite 1400,  Northwestern  Atrium  Center,  500 West  Madison  Street,  Chicago,
Illinois 60661-2511; Suite 1300, 7 World Trade Center, New York, New York 10048;
and Suite 500, 5757 Wilshire Boulevard, Los Angeles, California 90036; and, with
respect to registration  statements,  Suite 788, 1375 Peachtree Street, Atlanta,
Georgia.  Copies of such  materials  can be obtained  from the Public  Reference
Section of the Commission,  450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
prescribed  rates,  and  can  also  be  accessed   electronically   through  the
Commission's Web site at http://www.sec.gov.

The Company  undertakes  to provide  without  charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in the
Prospectus (not including  exhibits to the  information  that is incorporated by
reference unless such exhibits are  specifically  incorporated by reference into
the  information  that the  Prospectus  incorporates).  Such  request  should be
directed to the Secretary,  Colonial  Commercial Corp., 3601 Hempstead Turnpike,
Levittown, New York 11756-1315.

      NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OR TO MAKE ANY
      REPRESENTATIONS   OTHER  THAN  THOSE   CONTAINED  IN  THIS  PROSPECTUS  IN
      CONNECTION WITH THE OFFERING  DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH
      INFORMATION  OR  REPRESENTATIONS  MUST NOT BE RELIED  UPON AS HAVING  BEEN
      AUTHORIZED.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  IN ANY
      JURISDICTION  TO ANY PERSON TO WHOM SUCH  OFFER  WOULD BE  UNLAWFUL  OR AN
      OFFERING OF ANY SECURITIES  OTHER THAN THE REGISTERED  SECURITIES TO WHICH
      IT RELATES.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE
      MADE  HEREUNDER  AT ANY TIME  SHALL  IMPLY THAT THE  INFORMATION  PROVIDED
      HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                                       2
THE COMPANY

      Colonial  Commercial Corp. (the "Company") is a New York corporation which
was  incorporated on October 28, 1964.  Since 1993 the Company has been offering
consulting and advisory services to financial  institutions  while it was in the
process of evaluating investment opportunities.

      On May 19,  1995,  the Company  purchased  the  capital  stock of Atlantic
Hardware and Supply  Corporation  ("Atlantic")  a  distributor  of door hardware
doors and frames  used in new  building  construction,  rehabilitated,  interior
tenant buildouts and building maintenance for approximately $3.8 million.  Since
acquisition  of  Atlantic,  the  Company's  principal  business  activity is the
distribution  of builders'  hardware.  The Company also owns 7.2% of Monroc Inc.
("Monroc"),  a publicly-traded  concrete products company  headquartered in Salt
Lake City,  Utah.  Both Monroc and the Company have  several  parcels of land in
Utah which the Company  believes have  significant  development  potential.  The
Company continues to seek acquisitions of going concerns and to offer consulting
services to lenders.

      The Company's  principal  executive  offices are located at 3601 Hempstead
Turnpike,   Levittown,   New  York  11756-1315  and  its  telephone   number  is
(516)-796-8400.

                                  RISK FACTORS

         An  investment  in the Common  Stock  involves  a high  degree of risk.
Prospective  investors  should  consider  carefully the following  risk factors,
among others, relating to the Company.

COMPETITION AND DIFFICULTY IN ENTERING NEW MARKETS

         Atlantic  competes  primarily with other hardware  distributors who are
selected  by  architects,   owners,  and/or  construction  managers.  Atlantic's
competition  varies from region to region,  primarily because builders' hardware
distributors  are generally  local single market firms.  Competition  is usually
based on pricing and  reputation.  Atlantic also competes with firms that supply
the complete door package,  which includes doors and frames as well as hardware.
Many of its  competitors  have  more  capital  resources  than  Atlantic  or the
Company.  Increased competition may result in downward pressure on the Company's
gross  margins  and could  have a  materially  adverse  effect on the  Company's
business financial condition, liquidity, and results of operations.

         Hardware distributors are generally selected by architects, owners,
and/or construction managers. Entry into new markets is

                                       3
difficult  due to the  time  required  to  establish  a  reputation  with  local
contractors  and  architects.  There is also limited  availability  of competent
local management and staff. CYCLICALITY OF CONSTRUCTION INDUSTRY

         Atlantic's  customers are in the  construction  industry,  which can be
sensitive  to  fluctuations  in broad  economic  trends such as regional  growth
rates,  vacancy  rates,  overbuilding,  interest  rates,  and national and local
taxation. Construction activity can also be affected by weather patterns, with a
tendency to reduced  activity  during winter months.  There can be no assurances
that economic or weather  conditions  beyond the control of the Company will not
have a material adverse effect on the Company's financial condition,  liquidity,
and results of operations.

NEED TO MAINTAIN WORKING CAPITAL

         Collections  of accounts  receivable in the  construction  industry are
generally  slow and subject to retainage.  In order to keep  Atlantic's  vendors
current,  the Company and Atlantic must maintain adequate working capital to pay
suppliers  and support  Atlantic's  operations.  Failure to remain  sufficiently
current in its  accounts  payable  could  result in  limitations  in  Atlantic's
ability to obtain  materials  or the  imposition  of onerous  credit and payment
terms by vendors.  The inability to maintain  sufficient  working  capital could
have a material adverse effect on the Company's financial condition,  liquidity,
and results of operations.  There can be no assurances  that the Company will be
able to  maintain  sufficient  working  capital  to pay  suppliers  and  support
Atlantic's operations.

DEPENDENCE ON KEY PERSONNEL

         The  Company's  success  depends  to  a  significant  extent  upon  the
continued  service of Bernard Korn,  its  President,  and James W. Stewart,  its
Executive Vice President and Chief Financial Officer. The Company has employment
agreements  with Messrs.  Korn and Stewart  which expire in December  1998.  The
Company does not have key person life  insurance.  Neither of these  individuals
have signed  agreements  binding them not to compete with the Company  following
termination of his employment  with the Company.  The Company also will continue
to depend on other  members  of its  senior  staff as well as on its  ability to
continue to attract,  retain and motivate additional  qualified  personnel.  The
competition for experienced  personnel is intense,  and the loss of the services
of one or more of the  Company's  key  employees  could have a material  adverse
effect on the  Company's  business  operations  and  prospects.  There can be no
assurance  that the Company will be  successful  in  retaining  its existing key
employees or in attracting and retaining any additional personnel

                                       4
it requires.

POTENTIAL FUTURE NEED FOR ADDITIONAL FUNDS

         The  Company  anticipates  that its  current  working  capital  will be
sufficient to fund its currently planned  activities for the next 12 months from
the date of this  Prospectus.  No  assurance  can be  given,  however,  that the
Company will not encounter unforeseen  difficulties that may deplete its capital
resources  more  rapidly  than  anticipated,  which  could  require  it to  seek
additional financing sooner than currently anticipated. The timing and amount of
any  additional  financing  that is required to continue the  acquisition of new
businesses and the development of the Company's  current  business and for other
purposes  will depend on the  ability of the  Company to improve  its  operating
results  and other  factors.  In its  financial  planning,  the  Company has not
assumed that it will receive any  proceeds  from the exercise of stock  options.
There can be no assurance that any additional financing will be available to the
Company,  if and when required,  on terms acceptable to the Company or that such
additional financing, if available,  would not result in substantial dilution of
the equity interests of existing stockholders.

MAINTENANCE CRITERIA FOR NASDAQ SECURITIES; PENNY STOCK RULES

         The Common Stock is quoted on Nasdaq. In order to maintain such listing
the Company must continue to be registered under Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") and have either net tangible assets of
at least $2,000,000,  a market  capitalization of at least  $35,000,000,  or net
income of at least $500,000 in two of the last three fiscal years.  In addition,
there must be at least 500,000 shares  outstanding not held by affiliates of the
Company with a market value of at least $1,000,000, at least 300 shareholders, a
minimum  bid  price of $1.00 per  share,  and at least two  market  makers.  The
Company  believes  that it complies with all of the  requirements  for continued
listing  except the  minimum  bid price of $1.00 per share.  If the price of the
Company's Common Stock does not rise to over $1.00 in the near future, it may be
necessary  for the  Company to effect a reverse  stock split in order to satisfy
the requirements.  In general,  there can be no assurance that in the future the
Company will continue to meet the requirements for continued  listing on Nasdaq.
If the Company's  securities fail to maintain a Nasdaq listing, the market value
of the Common Stock would likely  decline and  purchasers  thereof  would likely
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, the Common Stock.

         In addition, if the Company fails to maintain a Nasdaq

                                       5
listing for its  securities,  and no other  exclusion  from the  definition of a
"penny stock" under the Exchange Act is available, then any broker engaging in a
transaction  in the  Company's  securities  would be  required  to  provide  any
customer with a risk disclosure  document,  disclosure of market quotations,  if
any,  disclosure of the compensation of the broker-dealer and its salesperson in
the transaction and monthly account  statements showing the market values of the
Company's  securities  held  in the  customer's  accounts.  The  bid  and  offer
quotation and  compensation  information must be provided prior to effecting the
transaction  and must be contained on the  customer's  confirmation.  If brokers
become subject to the "penny stock" rules when engaging in  transactions  in the
Company's  securities,  they  would  become  less  willing  to  engage  in  such
transactions,  thereby  making it more  difficult  for  purchasers of the Common
Stock to dispose of their shares.

SHARES ELIGIBLE FOR FUTURE SALE

         Sales of  substantial  amounts  of Common  Stock of the  Company in the
public market following this offering could adversely affect  prevailing  market
prices. Of the 15,486,385 shares of Common Stock and Convertible Preferred Stock
outstanding as of the date of this  prospectus,  15,486,385  shares are eligible
for resale in the public market,  subject to compliance  with Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act").

CONTROL BY CURRENT DIRECTORS

         The  current  directors  own  approximately  10.1%  of the  issued  and
outstanding  shares  of Common  Stock and  voting  Convertible  Preferred  Stock
(assuming no exercise of any outstanding options or warrants).  Accordingly, the
current  directors will be able to  substantially  influence the election of the
Company's  directors,  to cause an  increase  in the  authorized  capital or the
dissolution,  merger,  or sale of the assets of the  Company  and  generally  to
control the affairs of the Company.

DIVIDENDS NOT LIKELY

         The Company has never paid  dividends on its  Preferred or Common Stock
and does not anticipate  that it will pay dividends in the  foreseeable  future.
Any  earnings  that may be  generated  will be used to finance the growth of the
Company's business.

PROCEEDS NOT ALLOCATED TO SPECIFIC USES

         There can be no  assurances  that the Company will receive any proceeds
from the exercise of the stock options.  Not all stock options may be exercised,
which could result in the proceeds to

                                       6
the Company being minimal.  Any proceeds received from the exercise of the stock
options would be added to working capital. The Company has no definite plans for
the use of any  proceeds  from the  exercise  of the stock  options  nor has the
Company made any specific allocations as to the use of any such proceeds.

                                 USE OF PROCEEDS

         Should all the options  currently owned by the Selling  Shareholders be
exercised, the net proceeds to the Company would be approximately $328,000 after
deducting expenses of the offering estimated at $10,000.  All such proceeds will
be added to the Company's working capital. The Company has not made any specific
allocations  as to the use of any  such  proceeds.  Prior  to  expenditure,  the
proceeds  will be invested in  short-term  interest-bearing  securities or money
market  funds.  Any income from such  investments  will also be added to working
capital.

         The  Company  will not be  entitled  to the  proceeds  of any shares of
Common Stock which are sold by the Selling Shareholders.

                                       7
SELLING SHAREHOLDERS

         The  securities  covered  by the 1996  Plan and the 1986 Plan are being
offered  on  behalf of the  following  current  directors  and  officers  of the
Company.
SECURITIES                      SECURITIES
                                        OWNED BEFORE      SECURITIES     OWNED AFTER
NAME AND ADDRESS                         OFFERING (1)     TO BE SOLD     OFFERING(1)
                                        ------------      ----------     -----------
Raphael M. Brackman (2)                       48,000        45,000         3,000

Gerald Deutsch (3)                            37,500        27,500        10,000

William Koon (4)                              74,410        27,500        46,910

Bernard Korn (5)                             552,805       310,000       242,805

Donald K. MacNeill (6)                        70,000        70,000             0

Ronald Miller (7)                             27,500        27,500             0

Jack Rose (8)                                 85,980        27,500        58,480

Paul Selden (9)                              100,000       100,000             0

James W. Stewart (10)                        120,000       100,000        20,000

Carl L. Sussman (11)                         255,787        27,500       228,287
(1)  Excludes shares of the Company's voting Convertible Preferred Stock.

(2)  Mr.  Brackman is a director of the Company.  His address is 1353 Long Beach
     Road, Rockville Centre, NY.

(3)  Mr.  Deutsch is a director  of the  Company.  His  address is 6 Harbor Park
     Drive, Port Washington, NY.

(4)  Mr. Koon is a director of the Company.  His address is 7200 Slabtown  Road,
     Columbus Grove, OH.

(5)  Assuming the exercise and sale of all options registered  hereunder,  after
     this  offering  Mr.  Korn would hold  approximately  2.7% of the  Company's
     outstanding  Common  Stock.  Mr.  Korn is  President  and a director of the
     Company.  Mr.  Korn's  address  is  c/o  Colonial  Commercial  Corp.,  3601
     Hempstead Turnpike, Levittown, NY.

(6)  Mr.  MacNeill is a director of the  Company.  His address is 510 No.  Ocean
     Blvd., Pompano Beach, FL.

(7)  Mr. Miller is a director of the Company.  His address is 5 Willipie Street,
     Wapakoneta, OH.

(8)  Mr. Rose is a director of the  Company.  His address is 220 Lake Link Road,
     Winter Haven, FL.

                                       8
(9)  Mr.  Selden is President of Atlantic,  the  Company's  principal  operating
     subsidiary. His address is 601 West 26th Street, New York, NY.

(10) Mr.  Stewart is Executive Vice  President,  Chief  Financial  Officer and a
     director of the Company.  Mr. Stewart's address is c/o Colonial  Commercial
     Corp., 3601 Hempstead Turnpike, Levittown, NY.

(11) Assuming the exercise and sale of all options registered  hereunder,  after
     this offering Mr.  Sussman would hold  approximately  2.6% of the Company's
     outstanding  Common Stock.  Mr.  Sussman is a director of the Company.  His
     address is 3869 Darston Street, Palm Harbor, FL.
MATERIAL DEVELOPMENTS

     The  following  material  developments  have  occurred  since the Company's
filing of its quarterly  report on Form 10-QSB for the fiscal quarter ended June
30, 1997.

     On August 19, 1997,  the Company  announced that it was  discontinuing  its
efforts to acquire US Computer Group, Inc., a computer  maintenance and products
company.

                              PLAN OF DISTRIBUTION

     The Shares are being  offered  for the  respective  accounts of the Selling
Shareholders.  The Company  will not receive any  proceeds  from the sale of any
Shares by the Selling Shareholders. The Company will receive the exercise prices
of any options which are exercised by the Selling Shareholders.

     The sale of Shares by the Selling Shareholders may be effected from time to
time in transactions on Nasdaq, in negotiated  transactions,  through the timing
of options on the Shares,  or through a combination  of such methods of sale, at
fixed prices,  which may be charged at market  prices  prevailing at the time of
sale,  at prices  related  to such  prevailing  market  prices or at  negotiated
prices.  The Selling  Shareholders  may effect such  transactions by selling the
Shares  to or  through  broker-dealers,  and  such  broker-dealers  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Shareholders  and/or  the  purchasers  of the  Shares  for  which  such
broker-dealers  may act as  agent or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  may  be in  excess  of
customary compensation).

     The Selling  Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be  "underwriters"  within the
meaning of Section 2(11) of the Securities Act, and any commissions  received by
them and  profit on any sale of the  Shares as  principal  might be deemed to be
underwriting discounts and commissions under the Securities Act.

                                       9
EXPERTS

     The  consolidated  financial  statements of Colonial  Commercial  Corp. and
subsidiaries  as of December 31, 1996 and 1995, and for each of the years in the
three-year  period ended December 31, 1996 have been  incorporated  by reference
herein and in the  registration  statement  in reliance  upon the report of KPMG
Peat Marwick LLP,  independent  certified  public  accountants,  incorporated by
reference  herein,  and upon the authority of said firm as experts in accounting
and auditing.

                                  LEGAL MATTERS

     Certain  legal  matters in  connection  with this offering are being passed
upon for the Company by Oscar D. Folger,  Esq.,  New York,  New York. Mr. Folger
owns 20,000  shares of Common Stock of the Company and holds  options to acquire
15,000 shares which are included in this Prospectus.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are incorporated in this Prospectus and made a part
hereof by reference:

         1. The  Company's  annual  report on Form 10-KSB and  definitive  Proxy
         Statement for the year ended December 31, 1996.

         2. The  Company's  quarterly  reports  on Form  10-QSB  for the  fiscal
         quarters ended March 31, 1997 and June 30, 1997.

         3. The section  entitled  "Capital  Stock - Common Stock"  contained in
         Registration   Statement  No.  2-62100  on  Form  S-8  filed  with  the
         Commission, under the Securities Act, on April 13, 1987.

     In  addition,  all reports,  proxy  statements  and other  documents of the
Company hereafter filed with the Commission  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of the offering of the
securities  covered  by  this  Prospectus  or  the  filing  of a  post-effective
amendment,  which  indicates  that  all  securities  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  in this  Prospectus  and made a part hereof by reference  from the
date of filing each such document. The Commission file number for such documents
is 1-6663. Any statement contained in an earlier document incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein or in any other

                                       10
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein 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 Prospectus.

                                 INDEMNIFICATION

     The  Certificate  of   Incorporation  of  the  Company  provides  that  all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified  by the Company to the fullest extent  permitted by law.  Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.

                             ADDITIONAL INFORMATION

     This Prospectus contains certain information concerning the Company and its
securities,  but  does  not  contain  all  the  information  set  forth  in  the
Registration  Statement and the Exhibits thereto filed with the Commission under
the  Securities  Act, to which  reference is made. Any summary from the Exhibits
contained  in  this  Prospectus  is  necessarily  incomplete  and  must  not  be
considered as a full statement of the provisions of such instruments.

                                       11
COLONIAL COMMERCIAL CORP.

                        1,727,500 SHARES OF COMMON STOCK

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

                                   PROSPECTUS
                             ----------------------

                                 October 2, 1997

     NO DEALER,  SALESMAN OR ANY OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS,  AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS  MUST NOT
BE RELIED UPON AS HAVING BEEN  AUTHORIZED BY THE COMPANY.  THIS  PROSPECTUS DOES
NOT  CONSTITUTE  AN  OFFER  TO SELL OR A  SOLICITATION  OF ANY  OFFER TO BUY ANY
SECURITIES IN ANY  JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION  WOULD BE
UNLAWFUL.  NEITHER THE DELIVERY OF THIS  PROSPECTUS  NOR ANY SALE MADE HEREUNDER
SHALL  UNDER ANY  CIRCUMSTANCES  CREATE ANY  IMPLICATION  THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         ----------------------------------------

     See "Incorporation of Certain Information by Reference."

ITEM 4.  DESCRIPTION OF SECURITIES.
         -------------------------
     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

     See "Experts" and "Legal Matters."

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

     Section 721 of the New York Business Corporation Law provides as follows:

     The  indemnification  and advancement of expenses  granted  pursuant to, or
provided by, this article  shall not be deemed  exclusive of any other rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be  entitled,  whether  contained in the  certificate  of  incorporation  or
by-laws,  (i) a resolution of shareholders,  (ii) a resolution of directors,  or
(iii)  an  agreement  providing  for  such  indemnification,  provided  that  no
indemnification  may be made to or on behalf of any  director  or  officer  if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that his acts were  committed  in bad  faith or were the  result of
active and  deliberate  dishonesty  and were  material to the cause of action so
adjudicated,  or that he personally  gained in fact a financial  profit or other
advantage  to which  he was not  legally  entitled.  Nothing  contained  in this
article shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

     The  Company's  Certificate  of  Incorporation,  as  amended,  permits  the
indemnification of officers and directors in connection with both derivative and
non-derivative actions to the full extent permitted by the statute. The relevant
provision of the Certificate of Incorporation is as follows:

     The  directors  and  officers  of the  Corporation  shall be entitled to be
indemnified by the Corporation to the fullest extent permitted by law.

     The relevant provisions of the By-laws are as follows:

                                      II-1

     The  Corporation  shall indemnify its directors and officers to the fullest
extent permitted by law at the time indemnity is requested. Such indemnification
shall be made for all matters or omissions whenever occurring, whether before or
after the adoption of these by-laws.

     Expenses incurred by a director or officer in defending a civil or criminal
action,  suit or proceeding,  shall be paid by the Corporation in advance of the
final  disposition  of such action,  suit or proceeding.  However,  such payment
shall be made  only  upon  receipt  of an  undertaking  by or on  behalf of such
director or officer to repay the  amounts  paid by the  Corporation  if it shall
ultimately  be  determined  that he is not  entitled to  indemnification  by the
Corporation in respect of the matters for which such payment was made.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  will,  unless in the opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to the 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.
         -----------------------------------

ITEM 8.  EXHIBITS.
         --------
(5)      Opinion of Oscar D. Folger as to legality
(23)(a)  Consent of Oscar D. Folger (included in Exhibit 5)
(23)(b)  Consent of KPMG Peat Marwick LLP (included in Part II)
(28)(a)  1986 Stock  Option Plan  (incorporated  by  reference  from  Exhibit 10
         (c)(ii) to the Company's Annual Report on Form 10-K for 1987 filed with
         the Commission on March 30, 1988).
(28)(b)  1996 Stock Option Plan

ITEM 9.   UNDERTAKINGS.
          -------------
(a)      The undersigned Registrant hereby undertakes:

                                      II-2

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the  Prospectus any fact or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         PROVIDED,  HOWEVER,  that paragraphs (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on Form S-3, or Form S-8,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by  Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the 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 offering.

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

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to  directors,  officers or
persons  controlling  the Registrant  pursuant to the foregoing  provisions,  or
otherwise, 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

                                      II-3
event that a claim for indemnification  against such liabilities (other than the
payment by  Registrant  of expenses  paid or incurred by a director,  officer or
controlling person of 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,  Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to the 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.

                                      II-4
SIGNATURES
                                   ----------

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Levittown,  State of New  York,  on the 29th day of
September, 1997.

                                        COLONIAL COMMERCIAL CORP.

                                        By:  /S/ BERNARD KORN
                                             President

                                      II-5
POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Bernard Korn as his true and lawful  attorney-in-fact  and agent,  with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead in any and all  capacities to sign any and all  amendments  (including
post-effective  amendments)  to this  registration  statement on Form S-8 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933.
                              --------------------
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                           TITLE                            DATE
---------                           -----                            ----

  /S/                     President and Director            September 29,1997
Bernard Korn

   /S/                    Director and Treasurer            September 29,1997
James W. Stewart          (Principal Accounting and
                          Financial Officer)

   /S/                    Director                          September 29, 1997
------------------
Raphael M. Brackman

    /S/                   Director                          September 29, 1997
------------------
Gerald S. Deutsch

    /S/                   Director                          September 29, 1997
------------------
William Koon

    /S/                   Director                          September 29, 1997
------------------
Donald K. MacNeill

    /S/                   Director                          September 29, 1997
Ronald Miller

    /S/                   Director                          September 29, 1997
Jack Rose

    /S/                   Director                          September 29, 1997
------------------
Carl L. Sussman

                                      II-6