**EXHIBIT
      3.01(c)**





**CERTIFICATE
      OF AMENDMENT**


**OF
      THE CERTIFICATE OF INCORPORATION**


**OF**


**COLONIAL
      COMMERCIAL CORP.**





Under
      Section 805 of the Business Corporation Law


******************


WE,
      THE
      UNDERSIGNED, being the President and an Assistant Secretary of Colonial
      Commercial Corp. hereby certify and set forth:





1.
            The
                name of the corporation is Colonial Commercial
                Corp.





2.
            The
                certificate of incorporation of said corporation was filed by the
                Department of State on the 28th day of October,
                1964.





3.
            a.
                The Certificate of Incorporation is amended to change the number
                of shares
                of common stock authorized to be issued by the corporation from 40,000,000
                shares with par value of $.01 to 8,000,000 shares with par value
                of $.05,
                and to change the shares of Convertible Preferred Stock from 12,500,000
                with par value of $.01 to 2,500,000 shares with par value of
                $.05.





b.
      There
      are currently authorized 40,000,000 shares of common stock, par value $.01
      per
      share of which 7,147,050 shares are currently issued and outstanding and there
      are currently authorized 12,500,000 shares of convertible preferred stock,
      par
      value $.01 per share, of which 8,339,337 shares are currently issued and
      outstanding. The 7,147,500 issued shares of common stock, par value $.01 per
      share, and 8,339,337 issued shares of convertible preferred stock, par value
      $.01 per share, will be changed at the rate of 5 for 1 into respectively
      1,429,410 shares of common stock, par value $.05 per share, and 1,667,867 shares
      of convertible preferred stock, par value $.05 per share. The 32,852,950
      unissued shares of common stock, par value $.01 per share, and the 4,160,663
      unissued shares of convertible preferred stock, par value $.01 per share, will
      be changed at a rate of 5 for 1 into respectively 6,570,590 shares of common
      stock, par value $.05 per share and 8,032,133 shares of convertible preferred
      stock, par value $.05 per share.





c.
      To
      effect the foregoing, Article FOURTH (a) relating to the present authorized
      capital stock of the corporation is hereby amended to read as
      follows:





FOURTH:
      (a) The aggregate number of shares which the Corporation shall have the
      authority to issue is ten million five hundred thousand divided into the
      following classes:




Number
                of Shares
            Class
            Par
                Value Per Share8,000,000
            Common
                Stock
            $.052,500,000
            Convertible
                Preferred Stock
            $.05




4.
            The
                amendment of the Certificate of Incorporation was authorized by the
                vote
                of a majority of all the outstanding shares entitled to vote at a
                meeting
                of the shareholders held on January 13, 1998 subsequent to authorization
                by the Board of Directors.





5.
            This
                amendment will not effect a reduction in the stated capital of the
                corporation.





IN
      WITNESS WHEREOF, this certificate has been subscribed this 13th day of January,
      1998 by the undersigned who affirm that the statements made herein are true
      under penalties of perjury.





/s/
                Bernard KornBernard
                Korn, President/s/
                James W. StewartJames
                W. Stewart, Secretary