**EXHIBIT
      4.01**





SPECIMEN
      COMMON STOCK CERTIFICATE





[Front
      of
      Certificate]





NUMBER
            SHARES





COLONIAL
      COMMERCIAL CORP.


INCORPORATED
      UNDER THE LAWS OF THE STATE OF NEW YORK








SEE
      REVERSE FOR CERTAIN DEFINITIONS





CUSIP





THIS
      CERTIFIES THAT











is
      the
      owner of





FULLY
      PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF FIVE CENTS ($.05) EACH,
      OF
      COMMON STOCK OF





COLONIAL
      COMMERCIAL CORP.





transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this Certificate properly endorsed. This Certificate and the shares
      represented hereby are issued and shall be held subject to all of the provisions
      of the Certificate of Incorporation of the corporation (a copy of which is
      on
      file at the office of the Corporation), to which the holder of this Certificate
      assents by acceptance hereof. This Certificate is not valid until countersigned
      and registered by the Transfer Agent and Registrar.





WITNESS
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.





Dated:





SECRETARY
            PRESIDENT







[Back
      of
      Certificate]





Colonial
      Commercial Corp., upon request to it or to the Transfer Agent named in this
      Certificate, will furnish to any shareholder without charge a full statement
      of
      the designation, relative rights, preferences and limitations of the shares
      of
      each class authorized to be issued and, so far as the same have been fixed,
      of
      each series of each class of preferred shares authorized to be issued in series.
      The Board of Directors is authorized, from time to time before issuance, to
      designate and fix the relative rights, preferences and limitations of other
      series of said preferred shares.





NOTE:
      Pursuant to Articles SIXTH and SEVENTH of the Company’s Certificate of
      Incorporation, the affirmative vote of a greater proportion of the outstanding
      shares of a particular class or particular classes of stock of the Company
      than
      would otherwise be required under New York law is required to (i) remove any
      Director (with any removal being limited to cause), (ii) authorized any
      amendment, modification or repeal of the Company’s by-laws by the shareholders,
      or (iii) amend, alter, change or repeal Articles SIXTH Or SEVENTH of the
      Company’s Certificate of Incorporation.





The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:





TEN
                COM
            --
            as
                tenants in commonTEN
                EN
            --
            as
                tenants by the entiretiesJT
                TEN
            --
            as
                joint tenants with right of survivorship and not as tenants in
                common





UNIF
                GIFT MIN ACT
            --
            
            Custodian(Cust)
            
            (Minor)UnderUniform
                Giftto
                MinorsAct(State)





Additional
      abbreviations may also be used though not in the above list.





FOR
      VALUE
      RECEIVED, ___________ hereby sell, assign and transfer unto


PLEASE
      INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING
      NUMBER OF ASSIGNEE




(PLEASE
                PRINT OF TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF
                ASSIGNEE)


Shares
      of
      the capital stock represented by the within Certificate and do hereby
      irrevocably constitute and appoint_________________________ Attorney to transfer
      the said stock on the books of the within named Corporation with full power
      of
      substitution in the premises.





Dated




X


NOTICE:
      The Signature to this assignment must correspond with the name as written upon
      the face of the Certificate in every particular, without alteration or
      enlargement, or any change whatever.




THIS
      SPACE MUST NOT BE COVERED IN ANY
      WAY