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

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                 AUGUST 7, 2008
                Date of Report (Date of earliest event reported)

                           COLONIAL COMMERCIAL CORP.
               (Exact name of Registrant as Specified in Charter)


         NEW YORK                      1-6663                  11-2037182
(State or other Jurisdiction      (Commission File           (IRS Employer
      of Incorporation)                Number)             Identification No.)

       275 WAGARAW ROAD, HAWTHORNE,
               NEW JERSEY                                     07506
 (Address of Principal Executive Offices)                   (Zip Code)

        Registrant's Telephone Number, Including Area Code: 973-427-8224

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01 OTHER EVENTS
On  August  7, 2008, the Company announced that on or about September 1, 2008 it
plans  to  make  a  tender  offer  at  $1.25  per  share  for  all shares of its
convertible  preferred stock that are owned in odd lots of fewer than 100 shares
on  the  record  date  for  the  offer. The Company estimates that approximately
14,000  convertible  preferred  shares  are  owned  in  odd  lots.

The  Company added that the announcement was not an offer to purchase any shares
of  convertible  preferred  stock, and that the Company is not committed to make
any  offer.

A  copy  of  this  press  release  is  furnished as Exhibit 99.1 to this report.

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS

(d) Exhibits

Exhibit No.                          Description

   99.1                              Press Release dated August 7, 2008



                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                       COLONIAL COMMERCIAL CORP.
                                       -------------------------
                                      (Registrant)

Date: August 7, 2008                  /s/ William Salek
                                      -----------------
                                      William Salek
                                      Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.                           Description

   99.1                               Press Release dated August 7, 2008