EXHIBIT
14
 
 CODE OF
ETHICS
 
 
 **1.**  **Applications
and Purpose**
 
 This Code
of Ethics (the "Code") shall apply to all Colonial Commercial Corp. employees,
including employees of Colonial Commercial Corp. Subsidiaries ("Employees"), as
well as each member of the Company's Board of Directors ("Directors"). Every
Employee and Director must be familiar with and understand the provisions of the
Code. The purpose of the Code is to promote:
 §
    Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
 
 §
    Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that Colonial Commercial Corp. files with, or submits to, the
      Securities and Exchange Commission ("SEC") and in other public
      communications made by Colonial Commercial Corp.
;
 
 §
    Compliance
      with applicable governmental laws, rules and regulations;
 
 §
    The
      prompt internal reporting of violations of the Code; and
 
 §
    Accountability
      for adherence to the Code.
 **2.**  **Honest
and Ethical Conduct**
 
 All
Employees and Directors shall perform their duties in an honest and ethical
manner. This includes:
 §
    Avoiding
      situations in which their personal, family or financial interests conflict
      with those of the Company;
 
 §
    Refraining
      from engaging in any activities that compete with the Company, or which
      may compromise its interests;
 
 §
    Refraining
      from taking any business or investment opportunity for personal benefit
      discovered in the course of employment with or service to the Company that
      the Employee or Director knows, or should have or has reason to know,
      would otherwise benefit the Company.
 
 §
    Complying
      with all applicable governmental laws, rules and
    regulations.
 Colonial
Commercial Corp. encourages Employees and Directors to avoid even the appearance
of a conflict of interest and to raise ethical questions, dilemmas, concerns or
suggestions with appropriate individuals within the Company, including
supervisors, managers, senior management, or human resources.
 
 If any
Employee or Director would feel uncomfortable in any way raising ethical issues
as set forth above, or if they raise such issues and they are not resolved
appropriately, then he/she should consult with Ronald Miller, Esq., or his
successor as Chairman of the Audit Committee ("Chairman") to address such
matters, who will follow the procedures approved by the Audit Committee for
resolving such matters. The Chairman will also follow the procedures described
in Section 4 below. Any Employee or Director who becomes involved in a situation
that gives rise to an actual conflict of interest must promptly inform the
Chairman of the Audit Committee of such conflict.
 
 
 ****
 **3.
Full, Fair, Accurate, Timely and Understandable Disclosure**
 
 Colonial
Commercial Corp. is committed to ensuring that all disclosures in reports and
documents that the Company files with, or submits to the SEC, as well as other
public communications made by the Company are full, fair, accurate, timely and
understandable. The Company's Chief Executive Officer and Chief Financial
Officer ("Senior Officer(s)") are ultimately responsible for taking all
necessary steps to ensure that this occurs. All Company Employees and Directors
shall take appropriate steps within their area of responsibility to ensure the
same.
 
 **4.
Internal Reporting Code Violations.**
 
 ***Employee
Complaint Procedures for Accounting and Auditing
Matters***
 
 Any
employee of the Company may submit a good faith complaint regarding accounting
or auditing matters to the management of the Company without fear of dismissal
or retaliation of any kind. The Company is committed to achieving compliance
with all applicable securities laws and regulations, accounting standards,
accounting controls and audit practices. The Company’s Audit Committee will
oversee treatment of employee concerns in this area.
 
 In order
to facilitate the reporting of employee complaints, the Company’s Audit
Committee has established the following procedures for (1) the receipt,
retention and treatment of complaints regarding accounting, internal accounting
controls, or auditing matters (“Accounting Matters”) and (2) the confidential,
anonymous submission by employees of concerns regarding questionable accounting
or auditing matters.
 
 ***Receipt
of Employee Complaints***
 
 §
    Employees
      with concerns regarding Accounting Matters may report their concerns to
      the Chairman of the Company's Audit
Committee.
 
 §
    Employees
      may forward complaints on a confidential or anonymous basis to the
      Chairman through a hotline, e-mail or regular
mail.
 
 ***Scope
of Matters Covered by These Procedures***
 
 These
procedures relate to employee complaints relating to any questionable accounting
or auditing matters, including, without limitation, the following:
 
 §
    fraud
      or deliberate error in the preparation, evaluation, review or audit of any
      financial statement of the Company;
 
 §
    fraud
      or deliberate error in the recording and maintaining of financial records
      of the Company;
 
 §
    deficiencies
      in or noncompliance with the Company’s internal accounting
      controls;
 
 §
    misrepresentation
      or false statement to or by a senior officer or accountant regarding a
      matter contained in the financial records, financial reports or audit
      reports of the Company; or
 
 §
    deviation
      from full and fair reporting of the Company’s financial
      condition.
  
  ***Treatment
of Complaints***
 
 §
    Upon
      receipt of a complaint, the Chairman will (i) determine whether the
      complaint actually pertains to Accounting Matters and (ii) when possible,
      acknowledge receipt of the complaint to the
sender.
 
 §
    Complaints
      relating to Accounting Matters will be reviewed under Audit Committee
      direction and such other persons, if any, as the Audit Committee
      determines to be appropriate. Confidentiality will be maintained to the
      fullest extent possible, consistent with the need to conduct an adequate
      review.
 
 §
    Prompt
      and appropriate corrective action will be taken when and as warranted in
      the judgment of the Audit Committee.
 
 §
    The
      Company will not discharge, demote, suspend, threaten, harass or in any
      manner discriminate against any employee in the terms and conditions of
      employment based upon any lawful actions of such employee with respect to
      good faith reporting of complaints regarding Accounting Matters or
      otherwise as specified in Section 806 of the Sarbanes-Oxley Act of
      2002.
 
 ***Reporting
and Retention of Complaints and Investigations***
 
 §
    The
      Chairman will maintain a log of all complaints, tracking their receipt,
      investigation and resolution and shall prepare a periodic summary report
      thereof for the Audit Committee. Copies of complaints and such log will be
      maintained in accordance with the Company’s document retention
      policy.
 
 **5.**  **No
Retaliation**
 
 The
company will not tolerate any retaliation against any person who provides
information in good faith to a Company or law enforcement official concerning a
possible violation of any law, regulation or the Code. Any Employee or Director
who violates this rule may be subject to civil, criminal and administrative
penalties, as well as disciplinary action, up to and including termination of
employment.
 
 **6.**  **Consequences
for Non-Compliance with the Code**
 
 Any
violation of applicable law or any deviation from the standards embodied in the
Code will result in appropriate corrective and/or disciplinary action, up to and
including termination of employment.
 
 7.Publication
of the Code; Amendments and Waivers.
 §
    While
      waivers of the Code are not anticipated, any amendment to or waiver of the
      Code with respect to a Senior Officer or Director shall require approval
      of the Board of Directors. In addition, any amendment to or waiver of the
      Code with respect to a Senior Officer or
Director:
 
 §
    Shall
      be disclosed within five (5) days of such action on the Company's website
      for a period of not less than 12 months, or in a filing of Form 8-K with
      the SEC.
 
 §
    Shall
      be reported in the Company's next periodic report with the SEC if not
      previously reported on a Form 8-K.
 
 §
    Records
      of any disclosures relating to waivers of the Code shall be retained for
      no less than five years.
 
 
 Adopted
by the Board of Directors on March 25, 2004.
 
 IN
WITNESS WHEREOF, the undersigned Colonial financial officer certifies that
she/he has read the above Code of Ethics for Colonial financial officers and
agrees to abide thereby.
 
 By: /s/
William
Salek
 
 Name: William
Salek
 Chief Financial Officer
 
 April 14,
2005