**EXHIBIT
      3.02**





BY-LAWS





-of-





COLONIAL
      COMMERCIAL CORP.


(a
      New
      York corporation hereinafter called the "Corporation")





ARTICLE
      I


Offices





Section
      1.01. Office. The
      office of the Corpo-ration shall be located at such address within or without
      the State of New York as the Board of Directors shall fix.





ARTICLE
      II


Shareholders





Section
      2.01. Annual Meeting. The
      annual meeting of shareholders for the election of directors and the transaction
      of such other business as may come before it shall be held on such date during
      the month of May and at such place within or without the State of New York,
      as
      shall be fixed by the Board of Directors.





Section
      2.02. Special Meetings. Special
      meetings of the shareholders, for any purpose or purposes, may be called by
      the
      President or by resolution of the Board of Directors.





Section
      2.03. Quorum. The
      holders of one-third (1/3) of the shares entitled to vote thereat shall
      consti-tute a quorum at a meeting of shareholders for the trans-action of any
      business, provided that when a specified item of business is required to be
      voted on by a class or series voting as a class, the holders of one-third (1/3)
      of the shares of such class or series shall constitute a quorum for the
      transaction of such specified item of business.





Section
      2.04. Ballots. The vote
      upon any question before any shareholders' meeting need not be by
      ballot.





ARTICLE
      III


Directors





Section
      3.01. Classes. The
      directors shall be divided into Common Stock Directors and Preferred Stock
      Directors as set forth in the Restated Certificate of Incorporation of the
      Corporation.




Section
      3.02. Number of Directors. The
      number of directors which shall constitute the entire Board shall initially
      be
      nine, and shall thereafter be as fixed from time to time by the affirmative
      vote
      of a majority of the Board of Directors, including a majority of the Common
      Stock Directors and a majority of the Preferred Stock Directors.





Section
      3.03. Term. Each
      director shall hold office for the term set forth in the Certificate of
      Incor-poration.








Section
      3.04. Resignations .
      Any
      director of the Corporation may resign at any time by giving written notice
      to
      the Board of Directors, the President or the Secretary of the
      Corporation.





Section
      3.05. Vacancies and Newly Created Directorships. Newly
      created Directorships resulting from an increase in the number of Directors
      and
      vacancies occur-ring in the Board of Directors for any reason shall be filled
      by
      the affirmative vote of a majority of the remain-ing Common Stock Directors,
      if
      such director is to be a Common Stock Director or by the affirmative vote of
      a
      majority of the remaining Preferred Stock Directors if such director is to
      be a
      Preferred Stock Director, whether or not a quorum shall in either event be
      present.





Section
      3.06. Quorum of Directors.





(i)
            Except
                as expressly provided otherwise by law or in Section 3.05 hereof,
                at all
                meetings of the Board of Directors, a majority of the entire Board
                shall
                be necessary and sufficient to constitute a quorum for the transaction
                of
                business.





(ii)
            Whenever
                under the Certificate of Incorpo-ration, these By-laws or by law
                any
                action requires the affirmative vote of each of the Common Stock
                Directors
                and the Preferred Stock Directors, such action shall require a quorum
                of a
                majority of the Preferred Stock Directors and the Common Stock Directors,
                and such action shall be taken by the affirmative vote of a majority
                of
                each of the Preferred Stock Directors and the Common Stock Directors
                present and voting.





Section
      3.07, Regular Meetings. Regular
      meetings of the Board of Directors may be held at such time and place as shall
      from time to time be fixed by the Board of Directors and no notice thereof
      shall
      be necessary.





Section
      3.08. Special Meetings. Special
      meetings of the Board of Directors shall be held upon notice to the directors
      by
      the Chairman of the Board, or by resolution of the Board or by waiver of notice.
      Unless waived, notice of each special meeting of the directors, stating the
      time
      and place of the meeting, shall be given to each director by letter, by telegram
      or by personal communication either over the telephone or otherwise, in each
      such case at least 48 hours prior to the meeting.





Section
      3.09. Committees. The
      Board of Direc-tors will designate, from among its members, one nominating
      committee for the election of Preferred Stock Directors and another nominating
      committee for the election of Common Stock Directors. Each committee shall
      consist of not less than three directors. The nominating committee for Preferred
      Stock Directors shall be composed solely of Preferred Stock Directors, and
      the
      nominating committee for Common Stock Directors shall be composed solely of
      Common Stock Directors. Vacancies in the membership of each such committee
      shall
      be filled by the members of the Preferred Stock Directors or Common Stock
      Directors, as the case may be, to which such committee relates. The nominating
      committees shall keep regular minutes of their proceedings and report the same
      to the Board when required.





Section
      3.10. Unanimous Written Consent in Place of Meeting .
      An
      action, required or permitted to be taken by the Board or any committee thereof
      may be taken without a meeting if all the members of the Board or com-mittee
      consent in writing to the adoption of a resolution authorizing the
      action.








Section
      3.11. Meetings by Conference Telephone or Similar Device .
      Any
      meeting of the Board or a committee thereof may be conducted by means of a
      conference telephone or similar communications equipment allowing all persons
      participating in the meeting to hear each other at the same time. Participation
      by such means shall constitute presence in person at a meeting.





ARTICLE
      IV


Officers





Section
      4.01. Executive Officers. The
      executive officers of the Corporation shall be a Chairman of the Board of
      Directors, a President, a Secretary, a Treasurer, and such number of Vice
      Presidents, Assistant Secretaries and Assistant Treasurers, and such other
      officers, if any, as the Board of Directors may from time to time determine.
      Any
      officer may, but no officer need, be chosen from among the Board of Directors,
      except that the Chairman of the Board of Directors shall be a member of the
      Board of Directors.





Section
      4.02. Chairman of the Board of Directors .
      The
      chairman of the Board of Directors shall preside over all meetings of the Board
      of Directors of the Corporation and shall perform such other and further duties
      as may be assigned to him from time to time by the Board of
      Directors.





Section
      4.03. President. The
      President shall be the chief executive officer of the Corporation and shall
      have
      all powers customarily appertaining to his office; he shall preside at all
      meetings of the shareholders; he shall manage the business of the Corporation
      and shall see that all orders and resolutions of the Board of Directors are
      carried into effect, subject to the right of the Board of Directors to delegate
      any specific powers to any other officer or officers of the
      Corporation.





Section
      4.04. Vice President. Any Vice
      President of the Corporation shall have the powers which customarily appertain
      to his office, and shall perform such other duties as the Board of Directors
      may
      from time to time prescribe. The Vice Presidents, if there be more than one
      Vice
      President/ shall have such seniority as may be prescribed by the Board of
      Directors. In case of the absence, resignation or inability to act of the
      President, the Vice President (or if there be more than one Vice President,
      the
      Vice President designated by the Board of Directors) shall perform the duties
      and exercise the powers of the President.





Section
      4.05. Secretary. The
      Secretary shall have the duties which customarily appertain to his
      office.





Section
      4.06. Treasurer. The
      Treasurer shall have the duties which customarily appertain to his
      office.





ARTICLE
      V


Capital
      Shares and Other Securities





Section
      5.01. Form of Certificate. The
      shares of the Corporation shall be represented by certificates in such form
      as
      shall be determined by the Board of Directors.





ARTICLE
      VI


Miscellaneous





Section
      6.01. Seal. The
      corporate seal shall have inscribed thereon the name of the Corporation, the
      year of its incorporation and the words "Corporate Seal, New York."





Section
      6.02. Fiscal Year. The
      fiscal year of the Corporation shall be fixed from time to time by resolu-tion
      of the Board of Directors.





Section
      6.03. Entire Board .
      As used
      in these By-Laws, "Entire Board" means the total number of directors which
      the
      Corporation would have if there were no vacancies.





Section
      6.04. Section Headings. The
      headings of the Articles and Sections of these By-Laws are inserted for
      convenience of reference only and shall not be deemed to be a part thereof
      or
      used in the construction or interpretation thereof.





ARTICLE
      VII


Miscellaneous





Section
      7.01. Amendment. These
      By-Laws, as now in effect or as hereafter amended from time to time, may be
      amended or repealed and new or additional By-Laws may be adopted only by the
      affirmative vote of the Board of Directors, including a majority of the Common
      Stock Directors and a majority of the Preferred Stock Directors, or by
      affirmative vote of the holders of the common stock and the holders of the
      Convertible Preferred Stock, voting separately by class.