SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934



       FOR THE QUARTER ENDED SEPTEMBER 30, 2002 COMMISSION FILE NO. 1-6663


                            COLONIAL COMMERCIAL CORP.
               (Exact Name of Company as Specified in its Charter)


         NEW YORK                                          11-2037182
         --------                                          ----------
(State or Other Jurisdiction of                          (I.R.S.  Employer
Incorporation or Organization)                         Identification Number)

3601 HEMPSTEAD TURNPIKE, LEVITTOWN, NEW YORK               11756-1315
--------------------------------------------               ----------
       (Address of Principal Executive Offices)             (Zip Code)

     Company's Telephone Number, Including Area Code:  516-796-8400

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                  Yes __           No X
                                                      --

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes            No  X
                                         --           --

Indicate the number of shares outstanding of the Company's Common Stock and
Convertible Preferred Stock as of November 11, 2003.

            Common Stock, par value $.05 per share - 2,405,804 shares
    Convertible Preferred Stock, par value $.05 per share - 1,464,242 shares




<PAGE>



                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES

                                      INDEX
                                                                        PAGE NO.

PART I.    FINANCIAL INFORMATION

      Item 1 -       Financial Statements

                     Consolidated Balance Sheets as of
                       September 30, 2002 (unaudited) and
                       December 31, 2001                                       1

                     Consolidated Statements of Operations
                       Three Months Ended September 30, 2002
                       and 2001 (unaudited)                                    2

                     Consolidated Statements of Operations
                       Nine Months Ended September 30, 2002
                       and 2001 (unaudited)                                    3

                     Consolidated Statements of Cash Flows for
                        the Nine Months Ended September 30, 2002
                        and 2001 (unaudited)                                   4

                     Notes to Consolidated Financial Statements
                        (unaudited)                                            5

     Item 2 -        Management's Discussion and Analysis of
                       Financial Condition and Results of Operations          13

     Item 3 -       Quantitative and Qualitative Disclosures About
                          Market Risk                                         19

     Item 4 -        Controls and Procedures                                  19

PART II.   OTHER INFORMATION

     Item 1 -        Legal Proceedings                                        20

     Item 6 -      Exhibits and Reports on Form 8-K                           20

SIGNATURES AND CERTIFICATIONS                                                 20


<PAGE>

                          PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                    September 30, 2002 and December 31, 2001
                                Assets                                            2002            2001
                                                                                  ----            ----
                                                                               (Unaudited)
Current assets:
<S>                                                                         <C>                  <C>
  Cash and cash equivalents                                                 $    606,281         576,514
  Accounts receivable, net of allowance for doubtful accounts
    of $272,000 in 2002 and $253,000 in 2001, respectively                     5,172,567       4,466,667
  Inventory                                                                    6,096,838       6,314,546
  Prepaid expenses and other current assets                                      395,089         376,838
                                                                            ------------    ------------
              Total current assets                                            12,270,775      11,734,565
Property and equipment, net                                                      574,044         622,790
Goodwill                                                                       1,416,929       1,316,929
Other intangibles                                                                 96,249         128,700
Restricted investment securities                                                    --           122,506
                                                                            ------------    ------------
                                                                            $ 14,357,997      13,925,490
                                                                            ============    ============
              Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
  Accounts payable                                                          $  3,264,403       2,422,802
  Accrued liabilities                                                            915,380       1,047,188
  Income taxes payable                                                            20,571          26,086
  Borrowings under credit facility                                             8,038,584       7,929,576
  Investment in unconsolidated subsidiary in bankruptcy, carried at cost         219,007         219,007
  Guaranteed borrowings of unconsolidated subsidiary in bankruptcy             5,800,695       5,800,695
  Notes payable - current portion                                                 32,818         143,405
                                                                            ------------    ------------
              Total current liabilities                                       18,291,458      17,588,759
Notes payable, excluding current portion                                          37,810          90,495
Deferred compensation                                                               --           122,506
                                                                            ------------    ------------
              Total liabilities                                               18,329,268      17,801,760
                                                                            ------------    ------------

Stockholders' equity (deficit):
  Convertible preferred stock, $.05 par value, liquidation
    preference of $7,321,260 and $7,321,430 at September 30, 2002
    and December 31, 2001, respectively, 2,468,860 shares
    authorized, 1,464,252 and 1,464,286 shares issued and
    outstanding at September 30, 2002 and December 31, 2001, respectively         73,213          73,214
  Common stock, $.05 par value, 20,000,000 shares
    authorized, 1,603,794 and 1,603,760 shares issued and
    outstanding at September 30, 2002 and December 31, 2001, respectively         80,190          80,189
  Additional paid-in capital                                                   8,966,513       8,966,513
  Accumulated deficit                                                        (13,091,187)    (12,996,186)
                                                                            ------------    ------------
              Total stockholders' deficit                                     (3,971,271)     (3,876,270)
Commitments and contingencies
                                                                            $ 14,357,997      13,925,490
                                                                            ============    ============

See accompanying notes to unaudited consolidated financial statements.
</TABLE>



                                      -1-
<PAGE>

<TABLE>
<CAPTION>



                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                 Three Months ended September 30, 2002 and 2001
                                   (Unaudited)

                                                             2002              2001
                                                             ----              ----
<S>                                                      <C>                <C>
Net sales                                                $ 10,591,830       7,894,803
Cost of sales                                               7,690,627       5,527,013
                                                         ------------    ------------
     Gross profit                                           2,901,203       2,367,790

Selling, general and administrative expenses, net           2,730,264       2,213,241
                                                         ------------    ------------
     Operating income                                         170,939         154,549

Interest income                                                   348           2,078
Other income                                                  140,777         134,683
Interest expense                                             (153,868)       (161,745)
                                                         ------------    ------------
     Income from continuing operations
        before income taxes                                   158,196         129,565

Income taxes                                                   15,802          54,000
                                                         ------------    ------------
     Income from continuing operations                   $    142,394          75,565

Discontinued operation:
Net loss from operations of discontinued segments                --          (581,520)
Recovery of loss on disposal of discontinued operation           --            89,592
                                                         ------------    ------------
    Loss on discontinued operation                               --          (491,928)

                                                         ------------    ------------
    Net income (loss)                                    $    142,394        (416,363)
                                                         ============    ============

Income (loss) per common share:
  Basic:
    Income from continuing operations                    $       0.09            0.05
    Loss on discontinued operation                               --             (0.31)
                                                         ------------    ------------
    Net income (loss) per common share                   $       0.09           (0.26)
                                                         ============    ============

  Diluted:
    Income from continuing operations                    $       0.05            0.02
    Loss on discontinued operation                               --             (0.16)
                                                         ------------    ------------
    Net income (loss) per common share                   $       0.05           (0.14)
                                                         ============    ============

Weighted average shares outstanding:
  Basic                                                     1,603,794       1,603,693
  Diluted                                                   3,068,046       3,068,647


See accompanying notes to unaudited consolidated financial statements.
</TABLE>



                                      -2-
<PAGE>

<TABLE>
<CAPTION>



                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                  Nine Months ended September 30, 2002 and 2001
                                   (Unaudited)

                                                             2002            2001
                                                             ----            ----
<S>                                                      <C>               <C>
Net sales                                                $ 26,996,230      22,175,569
Cost of sales                                              19,238,679      15,469,611
                                                         ------------    ------------
     Gross profit                                           7,757,551       6,705,958

Selling, general and administrative expenses, net           7,634,032       6,658,895
                                                         ------------    ------------
     Operating income                                         123,519          47,063

Interest income                                                 1,503           9,767
Other income                                                  234,482         220,799
Interest expense                                             (436,996)       (518,894)
                                                         ------------    ------------
     Loss from continuing operations
        before income taxes                                   (77,492)       (241,265)

Income taxes                                                   17,509            --
                                                         ------------    ------------
     Loss from continuing operations                     $    (95,001)       (241,265)

Discontinued operation:
Net loss from operations of discontinued
  segments                                                       --          (222,629)
Recovery of loss on disposal of discontinued operation           --            89,592
                                                         ------------    ------------
    Income from discontinued operation                           --          (133,037)

                                                         ------------    ------------
    Net loss                                             $    (95,001)       (374,302)
                                                         ============    ============

Income (loss) per common share:
  Basic:
    Loss from continuing operations                      $      (0.06)          (0.15)
    Income on discontinued operation                             --             (0.08)
                                                         ------------    ------------
    Net loss per common share                            $      (0.06)          (0.23)
                                                         ============    ============

  Diluted:
    Loss from continuing operations                      $      (0.06)          (0.15)
    Income on discontinued operation                             --             (0.08)
                                                         ------------    ------------
    Net loss per common share                            $      (0.06)          (0.23)
                                                         ============    ============

Weighted average shares outstanding:
  Basic                                                     1,603,771       1,602,984
  Diluted                                                   1,603,771       1,602,984


See accompanying notes to unaudited consolidated financial statements.
</TABLE>




                                      -3-
<PAGE>
<TABLE>
<CAPTION>



                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2002 and 2001
                                   (Unaudited)
                                                                                     Restated
                                                                          2002         2001
                                                                          ----         ----
Cash flows from operating activities:
<S>                                                                   <C>           <C>
   Net loss                                                           $ (95,001)    (374,302)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Loss from discontinued operation                                  --        133,037
         Provision for doubtful accounts                                 81,166       78,126
         Depreciation                                                   116,500      114,347
         Amortization of intangibles                                     32,450       97,563
         Changes in assets and liabilities, net of the effects
             of acquisitions:
                Accounts receivable                                    (284,424)     180,279
                Inventory                                               286,048      377,689
                Prepaid expenses and other current assets               (18,251)     110,535
               Accounts payable                                         841,601     (240,999)
               Investment securities - trading                          122,506      (20,208)
               Accrued liabilities                                     (131,808)    (675,982)
               Income taxes payable                                      (5,515)      (7,700)
               Deferred compensation                                   (122,506)      20,208
                                                                      ---------    ---------
                Net cash provided by (used in) operating activities     822,766     (207,407)
                                                                      ---------    ---------

Cash flows from investing activities:
    Payment for acquisition of Goldman Associates                      (670,981)        --
    Purchase of licensing agreement                                        --         (4,800)
    Additions to property and equipment                                 (67,754)    (105,510)
                                                                      ---------    ---------
               Net cash (used in) provided by  investing activities    (738,735)    (110,310)
                                                                      ---------    ---------

Cash flows from financing activities:
    Net repayments on notes payable                                    (163,272)     (97,040)
    Net borrowings (repayments) under credit facility                   109,008     (644,013)
                                                                      ---------    ---------
               Net cash used in financing activities                    (54,264)    (741,053)
                                                                      ---------    ---------
Net cash provided by discontinued operation                                --        894,522
                                                                      ---------    ---------
Increase (decrease)  in cash and cash equivalents                        29,767     (164,248)
Cash and cash equivalents - beginning of period                         576,514      803,012
                                                                      ---------    ---------
Cash and cash equivalents - end of period                             $ 606,281      638,764
                                                                      =========    =========


See accompanying notes to unaudited consolidated financial statements.
</TABLE>



                                      -4-
<PAGE>




                   COLONIAL COMMERCIAL CORP. AND SUBSIDIARIES

                   Notes To Consolidated Financial Statements

                               September 30, 2002
                                   (Unaudited)

(1)        Summary of Significant Accounting Policies and Practices

           The consolidated financial statements of Colonial Commercial Corp.
           and subsidiaries (the "Company") included herein have been prepared
           by the Company and are unaudited; however, such information reflects
           all adjust- ments (consisting solely of normal recurring
           adjustments), which are, in the opinion of management, necessary for
           a fair presentation of the financial position, results of operations,
           and cash flows for the interim periods to which the report relates.
           The results of operations for the period ended September 30, 2002 are
           not necessarily indicative of the operating results that may be
           achieved for the full year.

           Certain information and footnote disclosures, normally included in
           con- solidated financial statements prepared in accordance with
           accounting principles generally accepted in the United States of
           America, have been condensed or omitted. It is suggested that these
           consolidated financial statements be read in conjunction with the
           consolidated financial statements and notes thereto included in the
           Company's 2001 Form 10-K.

           Certain reclassifications have been made to the three and nine months
           ended September 30, 2001 information to conform to the current
           quarter presentation.

           The Company has one continuing industry segment - heating,
           ventilation and air conditioning.

(2)        Chapter 11 Reorganization

           On January 28, 2002, Atlantic Hardware & Supply Corporation
           ("Atlantic"), a wholly owned subsidiary of the Company, filed a
           voluntary petition with the U. S. Bankruptcy Court for the Eastern
           District of New York to reorganize under Chapter 11 of the U. S.
           Bankruptcy Code. As of the date of this filing, the proceedings are
           still on-going. Neither Colonial, nor Universal Supply Group, Inc.
           ("Universal"), is part of the Chapter 11 filing. The business of
           Atlantic is today conducted by one employee whose sole function is to
           collect on accounts receivables for the benefit of Atlantic's
           creditors, and the Company does not believe that Atlantic will emerge
           from the reorganization with any value for the Company. The Company
           was authorized by its Board to carry out the Chapter 11 filing in
           December 2001 and, since they no longer exercise significant
           influence



                                      -5-
<PAGE>

           over Atlantic's operations and financial activities as of December
           31, 2001, Atlantic has been unconsolidated in the Company's financial
           statements and its operations are being reported as "results from
           operations of discontinued segments." The Company's statements of
           operations for the three and nine months ended September 30, 2001 and
           statements of cash flows for the nine months ended September 30, 2001
           include certain reclassifications in order to conform to this
           presentation.

           On November 21, 2002, the Company and Universal were released from
           their guarantees of the indebtedness (approximately $5,800,000) of
           Atlantic by Atlantic's lending bank, in return for the agreement by
           the Company and Universal to pay to the bank $2,500,000 as a
           five-year term loan under the Company's line of credit with the bank,
           or, if earlier, on demand by the bank.

           The Company's investment in Atlantic's common stock is being
           recognized at cost, $219,007 of guaranteed liabilities and $5,800,695
           of guaranteed borrowings under a credit facility as of September 30,
           2002. The Company has recognized liabilities of Atlantic only to the
           extent such liabilities are guaranteed by the Company because the
           Company believes that it is not responsible for any other liabilities
           of Atlantic as Atlantic's creditors will be able to look only to
           Atlantic's assets for recovery. The Company will continue to
           recognize the $219,007 of guaranteed liabilities of Atlantic until
           they are extinguished by Atlantic's bankruptcy proceedings or
           otherwise.

(3)        Intangible Assets

           Statement 142, "Goodwill and Other Intangible Assets," requires that
           goodwill and intangible assets with indefinite useful lives no longer
           be amortized, but rather will be tested for impairment at least
           annually. Statement 142 also requires that intangible assets with
           definite useful lives be amortized over their respective estimated
           useful lives to their estimated residual values and reviewed for
           impairment, in accordance with Statement No. 144, "Accounting for the
           Impairment of Long-Lived Assets." Upon adoption of Statement 142, the
           Company was required to perform an assessment of whether there is an
           indication that goodwill was impaired as of the date of adoption. To
           accomplish this, the Company had to identify its reporting units and
           determine the carrying value of each reporting unit by assigning the
           assets and liabilities, including the existing goodwill and
           intangible assets, to those reporting units as of the date of
           adoption. The Company adopted the provisions of Statement 142
           effective January 1, 2002 and, accordingly, has ceased the
           amortization of the goodwill acquired in the acquisition of
           Universal. Upon adoption, there was no indication of impairment for
           goodwill acquired in prior business combinations.

           As required by the adoption of Statement No. 142, the Company also
           reassessed the useful lives and residual values of all acquired
           intangible assets to make any




                                      -6-
<PAGE>

           necessary amortization period adjustments. Based upon that
           assessment, no adjustments were made to the amortization period of
           residual values of other intangible assets. The cost of other
           intangible assets are amortized on a straight-line basis over their
           respective lives.

           As of September 30, 2002 and December 31, 2001, the Company had
           intangible assets, subject to amortization of $231,667 and $236,467,
           respectively, and related accumulated amortization of $135,417 and
           $107,767, respectively, which pertained primarily to covenants not to
           compete. Amortization expense for intangible assets subject to
           amortization amounted to approximately $10,417 and $10,383 for the
           three months ended September 30, 2002 and 2001, respectively and
           $32,450 and $39,150 for the nine months ended September 30, 2002 and
           2001, respectively. The estimated aggregate amortization expense for
           each of the five succeeding years ending December 31, 2006 amounts to
           approximately $42,900, $41,700, $26,700, $11,700 and $5,800 in 2002,
           2003, 2004, 2005 and 2006, respectively.

           As of September 30, 2002 and December 31, 2001, the Company had
           unamortized goodwill in the amount of $1,416,929 and $1,316,929,
           respectively.

           The following table shows the results of operations as if Statement
           142 was applied to prior period:
<TABLE>
<CAPTION>

                                                       For the three              For the nine
                                                       months ended               months ended
                                                      September 30,               September 30,
                                                  2002           2001          2002         2001


<S>                                            <C>             <C>           <C>          <C>
Net income (loss), as reported                 $   142,394     (416,363)     (95,001)     (374,302)
Deduct:  negative goodwill amortization, net          --         (8,762)        --         (26,287)
                                               -----------   ----------    ---------    ----------
Adjusted net income (loss)                         142,394     (425,125)     (95,001)     (400,589)

Income (loss) per share:
Basic net income (loss), as reported           $      0.09        (0.26)       (0.06)        (0.23)
Negative goodwill amortization, net                   --          (0.01)     --              (0.02)
                                               -----------   ----------    ---------    ----------
Adjusted net income (loss)                     $      0.09        (0.27)       (0.06)        (0.25)
                                               ===========   ==========    =========    ==========

Diluted net income (loss), as reported         $      0.05        (0.14)       (0.06)        (0.23)
Negative goodwill amortization, net                   --          (0.01)     --              (0.02)
                                               -----------   ----------    ---------    ----------
Adjusted net income (loss)                     $      0.05        (0.15)       (0.06)        (0.25)
                                               ===========   ==========    =========    ==========
</TABLE>


(4)        Nasdaq

           The Company's shares were delisted from the Nasdaq SmallCap Market in
           June 2002 because (i) the Company failed to timely file its Form 10-Q
           for the fiscal quarter ended March 31, 2002 and its Form 10-K for
           2001; (ii) the market value of its publicly held shares of common
           stock was less than the required $1 million, and (iii) the closing
           bid price of its common stock was less than $1 per share.



                                      -7-
<PAGE>

(5)        Business Acquisition

           In July 2002, Universal acquired certain accounts receivable,
           inventory and other accessories from Goldman Associates of New York,
           Inc. ("Goldman"), relating to Goldman's HVAC business in New Jersey
           and certain areas of New York, for $670,981, of which $100,000 was
           paid as an up front deposit in June 2002. $570,981 of the purchase
           price was allocated to the above listed assets at their estimated
           fair values. The remaining $100,000 was recorded as goodwill and will
           be tested annually for impairment under the provisions of Statement
           142. Pro forma results of operations are not provided, as the
           information is not material to the consolidated financial statements.

(6)        Subsequent Events

           (a)  Release of Guarantees

           On November 21, 2002, the Company and Universal were released from
           their guarantees of the indebtedness (approximately $5,800,000) by
           Atlantic to Colonial's and Atlantic's lending bank, in return for the
           agreement by the Company and Universal to pay to the bank $2,500,000
           as a five-year term loan under the Company's line of credit with the
           bank, or, if earlier, on demand by the bank. The $3,300,000
           difference between the total amount guaranteed ($5,800,000) and the
           amount the Company and Universal agreed to pay ($2,500,000) is
           reflected in the Company's 2002 statement of operations as income
           from the operations of discontinued segments.

           (b)   Private Placement

           On July 16, 2003, the Company completed a private placement, pursuant
           to Regulation D of the Securities Exchange Act of 1933. The Company
           raised $240,600 through the issuance of 802,000 shares of Common
           Stock at $0.30 per share, as determined by the Board of Directors.
           The stock was sold to officers and directors of the Company and one
           private investor. The proceeds of the private placement will be used
           for general working capital purposes. The stock cannot be sold,
           transferred or otherwise disposed of, unless subsequently registered
           under the Securities Act of 1933 and applicable state securities or
           Blue Sky laws, or pursuant to an exemption from such registration,
           which is available at the time of desired sale, and will bear a
           legend to that effect.

           (c) RAL Acquisition

           On September 30, 2003, RAL Purchasing, Inc., a newly formed, wholly
           owned subsidiary of Colonial, purchased substantially all of the
           assets and





                                      -8-
<PAGE>

           certain liabilities of RAL Supply Group, Inc. ("RAL") for a price of
           $3,838,521. $2,447,061 of the purchase price was paid in cash to the
           seller at the time of purchase. The remaining $1,391,460 was in the
           form of liabilities assumed by RAL Purchasing, Inc. The cash paid at
           the time of purchase was funded as follows:

           Borrowings on Colonial's credit facility                  $ 2,147,061

           5-Year unsecured notes issued by RAL
           Purchasing, Inc. to a third party, at annual rate of 9%   $   300,000
                                                                       ---------

           Total outlay                                              $ 2,447,061
                                                                     ===========

           In connection with this acquisition, Colonial's limit on its credit
           facility was increased by $2,000,000 to $14,000,000. All borrowings
           under the credit facility are secured by substantially all of the
           assets of RAL and Universal. In addition, the 5-year notes are
           guaranteed by Universal.

           As a result of this acquisition, liabilities were assumed as follows:

           Fair value of assets acquired                            $  3,838,521
           Cash paid                                                $  2,447,061
                                                                    ------------
           Fair value of liabilities assumed                        $  1,391,460
                                                                    ============

           RAL is a distributor of heating and cooling equipment and high-end
           plumbing fixtures with six locations, servicing Orange, Rockland,
           Ulster and Sullivan counties in New York. Four locations have
           showrooms. RAL's products are marketed primarily to contractors,
           consumers, builders and the commercial sector. Initial purchase price
           allocations are not yet available as the acquisition was recently
           completed. The results of operations of RAL will be included in the
           consolidated results from the date of acquisition.

(7)        Supplemental Cash Flow Information

           The following is supplemental information relating to the
           consolidated statements of cash flows:
                                                      Nine Months Ended
                                                September 30,     September 30,
                                                    2002              2001
           Cash paid during the period for:
              Interest                           $  382,829        $  519,022
              Income taxes                       $    23,024       $    7,700

           Non-cash transactions:

           During 2001, notes payable of $18,493 were incurred for the purchase
           of automobiles.




                                      -9-
<PAGE>

           During the nine months ended September 30, 2002 and 2001, the Company
           retired 34 and 2,165 shares, respectively, of convertible preferred
           stock, which were converted to a similar number of common shares.

(8)        Comprehensive Income (Loss)

           The Company has no items of other comprehensive income; therefore,
           there is no difference between the Company's comprehensive income
           (loss) and net income (loss) for the periods presented.

(9)        Net (Loss) Income Per Common Share

           A reconciliation between the numerators and denominators of the basic
           and diluted (loss) income per common share is as follows:

<TABLE>
<CAPTION>
                                         Nine Months Ended           Three Months Ended
                                           September 30,                September 30,
                                        2002          2001           2002           2001
                                        ----          ----           ----           ----

<S>                               <C>               <C>             <C>          <C>
Net income (loss) numerator       $   (95,001)      (374,302)       142,394      (416,363)

Weighted average common
   shares (denominator for
   basic income per share)          1,603,771      1,602,984      1,603,794     1,603,693
Effect of dilutive securities:
  Convertible preferred stock            --             --        1,464,252      1,464,353
  Employee stock options                 --             --             --              601
                                  -----------    -----------    -----------   -----------

Weighted average common
   and potential common
   shares outstanding
   (denominator for diluted
  income per share)                 1,603,771      1,602,984      3,068,046     3,068,647
                                  ===========    ===========    ===========   ===========

Basic (loss) income per share           (0.06)         (0.23)          0.09         (0.26)
                                  ===========    ===========    ===========   ===========

Diluted (loss) income per share         (0.06)         (0.23)          0.05         (0.14)
                                  ===========    ===========    ===========   ===========
</TABLE>


           Employee stock options totaling 281,400 and 281,133 for the three and
           nine months ended September 30, 2002 and 249,600 and 280,000 for the
           three and nine months ended September 30, 2001, respectively, were
           not included in the net income per share calculation because their
           effect would have been anti-dilutive.
           Convertible preferred stock totaling 1,464,275 for the nine months
           ended September 30, 2002 and 1,465,062 for the nine months ended
           September 30, 2001, respectively, were not included in the net loss
           per share because their effect would have been anti-dilutive.

(10)      NEW ACCOUNTING PRONOUNCEMENTS

           In June 2001, the FASB issued Statement No. 143, "Accounting for
           Asset




                                      -10-
<PAGE>

           Retirement Obligations". Statement 143 addresses financial accounting
           and reporting for obligations associated with the retirement of
           tangible long-lived assets and the associated asset retirement costs.
           It applies to legal obligations associated with the retirement of
           long-lived assets that result from the acquisition, construction,
           development and (or) the normal operation of a long-lived asset,
           except for certain obligations of lessees. The Company is required to
           adopt Statement 143, on January 1, 2003. Adoption of Statement 143
           did not have a material impact on the Company's consolidated
           operations or financial position.

           In July 2002, the FASB issued Statement No. 146, "Accounting for
           Costs Associated with Exit or Disposal Activities". Statement 146
           will spread out the reporting of expenses related to restructurings
           initiated after 2002, because commitment to a plan to exit an
           activity or dispose of long-lived assets will no longer be enough to
           record a liability for the anticipated costs. Instead, exit and
           disposal costs are to be recorded when they are "incurred" and can be
           measured at fair value, and they will subsequently adjust the
           recorded liability for changes in estimated cash flows. The Company
           is required to adopt the provisions of Statement 146 as of January 1,
           2003. The Company adopted Statement 146 on January 1, 2003. Adoption
           of Statement 146 did not have an impact on the Company's consolidated
           results of operations or its financial position..

           In December 2002, the FASB issued Statement No. 148, Accounting for
           Stock- Based Compensation-Transition and Disclosure. Statement No.
           148 provides alternative methods of transition for a voluntary change
           to the fair value method of accounting for stock-based employee
           compensation as originally provided by the FASB issued Statement No.
           123, Accounting for Stock-Based Compensation. Additionally, Statement
           No. 148 amends the disclosure requirements of Statement No. 123 in
           both annual and interim financial statements. The disclosure
           requirements have been adopted as of the period ended December 31,
           2002. The Company intends to continue to apply the intrinsic value
           method of accounting for stock-based employee compensation. The
           adoption of this pronouncement will not have any impact on the
           Company's consolidated financial position or results of operations.

           In November 2002, the FASB issued FASB interpretation No. 45,
           "Guarantor's Accounting and Disclosure Requirements for Guarantees,
           Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
           FIN 45 requires that upon issuance of guarantee, a guarantor must
           recognize a liability for the fair value of an obligation assumed
           under a guarantee. FIN 45 also requires additional disclosures by a
           guarantor in its interim and annual financial statements about the
           obligations associated with guarantees issued. The recognition
           provisions of FIN 45 will be effective for any guarantees that are
           issued or modified after December 31, 2002. The adoption of FIN 45
           did not have an impact on the Company's consolidated financial
           statements.



                                      -11-
<PAGE>

           In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
           "Consolidation of Variable Interest Entities, an interpretation of
           ARB No. 51". FIN 46 addresses the consolidation by business
           enterprises of variable interest entities, as defined in the
           Interpretation. FIN 46 is effective for all new variable interest
           entities created or acquired after January 31, 2003. For variable
           interest entities created or acquired prior to February 1, 2003, the
           provisions of FIN 46 must be applied for the first interim period
           beginning after June 15, 2003. The Company does not believe that the
           adoption of FIN 46 will have any impact on the Company's consolidated
           financial statements.

           In April 2003, the FASB issued Statement No. 149, "Amendment of
           Statement 133 on Derivative Instruments and Hedging Activities."
           Statement No. 149 amends and clarifies the accounting guidance on
           derivative instruments (including certain derivative instruments
           embedded in other contracts) and hedging activities that fall within
           the scope of Statement No. 133, "Accounting for Derivative
           Instruments and Hedging Activities." Statement No. 149 is effective
           for all contracts entered into or modified after June 30, 2003, with
           certain exceptions, and for hedging relationships designated after
           June 30, 2003. The guidance is to be applied prospectively. The
           adoption of this pronouncement will not have any impact on the
           Company's financial position and results of operations.

           In May 2003, the FASB issued Statement No. 150, "Accounting for
           Certain Financial Instruments with Characteristics of both
           Liabilities and Equity." Statement No. 150 changes the accounting
           guidance for certain financial instruments that, under previous
           guidance, could be classified as equity or "mezzanine" equity by now
           requiring those instruments to be classified as liabilities (or
           assets in some circumstances) in the statement of financial position.
           Further, Statement No. 150 requires disclosure regarding the terms of
           those instruments and settlement alternatives. Statement No. 150 is
           generally effective for all financial instruments entered into or
           modified after May 31, 2002 and is otherwise effective at the
           beginning of the first interim period beginning after June 15, 2003.
           The adoption of this pronouncement will not have any impact on the
           Company's financial position and results of operations.

           In January 1, 2003 the Company adopted the FASB's Emerging Issue Task
           Force (EITF) Issue No. 02-16 "Accounting by a Reseller for Cash
           Consideration Received from a Vendor" ("EITF 02-16"). The consensus
           reached by the EITF addressed the accounting for "Cash Consideration"
           (which includes slotting fees, cooperative advertising payments,
           etc.). The consensus of the EITF establishes an overall presumption
           that the cash received from vendors is a reduction in the price of
           vendor's products and should be recognized accordingly as a reduction
           in the cost of sales at the time the related inventory is sold. Some
           consideration could be characterized as a reduction of expense if the
           cash received represents a




                                      -12-
<PAGE>

           reimbursement of specific, incremental, identifiable costs incurred
           by the retailer to sell the vendor's products. The Company is in the
           process of assessing the impact, if any, of adopting EITF 02-16.

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

Forward-looking Statements

           This Report on Form 10-Q contains forward-looking statements relating
to such matters as anticipated financial performance and business prospects.
When used in this Report, the words "anticipates," "expects," "believes," "may,"
"intends" and similar expressions are intended to be among the statements that
identify forward-looking statements. From time to time, the Company may also
publish forward-looking statements. The Private Securities Litigation Reform Act
of 1995 provides a safe harbor for forward-looking statements. Forward-looking
statements involve risks and uncertainties, including, but not limited to, the
consummation of certain events referred to in this report, the ability to
continue as a going concern, the availability of financing, the impact of the
bankruptcy of Atlantic on a go-forward basis, technological changes, competitive
factors, maintaining customer and vendor relationships, inventory obsolescence
and availability, and other risks detailed in the Company's periodic filings
with the Securities and Exchange Commission, which could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements.

Results of Operations - Three Months Ended September 30, 2002 and 2001

           The Company reported net income of $142,394, as compared to a net
loss of $416,363, which is net of a loss from discontinued operations of
$491,928. The operations of Atlantic Hardware & Supply Corporation ("Atlantic")
were discontinued at December 31, 2001. The Company had income from continuing
operations, before taxes of $158,196 in the third quarter of 2002, compared with
income of $129,565 in 2001.

           The loss from discontinued operations, reported by the Company in the
third quarter of 2001, was comprised of two components. There was an $89,592
recovery of a portion of the loss previously recognized on disposal of
Well-Bilt. This recovery resulted from favorable settlements attained on items
accrued for at December 31, 2000. In addition, Atlantic had a loss of $581,520.
This loss was due primarily to a decrease in Atlantic's sales of $1,863,427. The
decrease in Atlantic's sales was primarily due to the World Trade Center
Disaster on September 11, 2001. Many of Atlantic's New York City jobs suspended
work for two weeks while unions supplied tradesman to assist in the recovery
effort.

           Net sales increased $2,697,027, due to the July 1, 2002 Goldman
acquisition, favorable weather conditions, the opening of a new branch in
Pennsylvania and the





                                      -13-
<PAGE>

expansion of the North Brunswick location, as well as
an overall increase in market penetration. During the same period, gross margins
decreased by 2.6% to 27.4% due primarily to product mix, as well as sales
increases to other wholesale distributors on selected products at lower gross
margins. Selling and general and administrative expenses increased $517,023
primarily due to professional and other expenses relating to the Company's
secured credit line and its guarantee of the credit line obligations of
Atlantic.

           Interest expense showed a net decrease of $7,877 due to lower prime
rates offset by increased debt as a result of Universal's advances of certain
Atlantic expense and an increase in selling and general and administrative
expenses, as well as an increase in the Company's interest rate, on its credit
line, of 1% from January 2002 until the November 2002 settlement agreement.

           The Company recorded a state tax provision of $15,802 for the three
months ended September 30, 2002, based on Universal's taxable income. For
federal purposes, although the Company was in a federal tax loss position at
September 30, 2002, a benefit was not recorded, as the Company did not expect to
be able to realize such a benefit by the end of 2002. This compares to the
reversal of a $54,000 federal tax benefit, that was recorded on continuing
operations in the first half of 2001.

Results of Operations - Nine Months Ended September 30, 2002 and 2001

           The Company reported a loss of $95,001 for the nine months ended
September 30, 2002, as compared to a net loss of $374,302, which was net of a
loss from discontinued operations of $133,037. The Company had a loss from
continuing operations, before taxes of $77,492 for the nine months ended
September 30, 2002, compared with a loss of $241,265 in 2001.

           The loss from discontinued operations, reported by the Company for
the nine months ended September 30, 2001, was comprised of two components. There
was an $89,592 recovery of a portion of the loss previously recognized on
disposal of Well-Bilt. This recovery resulted from favorable settlements
attained on items accrued for at December 31, 2000. In addition, Atlantic had a
loss from discontinued operations of $222,629. This was the result of Atlantic's
$1,881,929 increase in sales in the second quarter of 2001, which was due to the
timing of shipments, being offset by the third quarter decrease of $1,837,427,
which was due primarily to the events of September 11.

           Net sales increased $4,820,661, due primarily to new branch
operations and favorable weather conditions. Meanwhile, gross margins decreased
by 1.5% to 28.7%, which can be attributed to product mix, as well as sales
increases to other wholesale distributors on selected products at lower gross
margins. Selling and general and administrative expenses increased $975,137
primarily due to professional and other fees relating to the Company's secured
credit line and its guarantee of the credit line obligations of Atlantic.



                                      -14-
<PAGE>


           Interest expense decreased $81,898 due primarily to lower average
borrowings, as a result of consignment arrangements with certain suppliers.

           For the nine months ended September 30, 2002, the Company recorded a
state tax provision of $17,509, based on Universal's taxable income. For federal
purposes, although the Company was in a federal tax loss position at September
30, 2002, a benefit was not recorded, as the Company did not expect to be able
to realize such a benefit by the end of 2002. This compares to the prior year's
period in which the Company recorded no tax provision or benefit, as they were
in a tax loss position and did not expect to have taxable income by the end of
2001 with which to offset the benefit.

Liquidity and Capital Resources

           As of September 30, 2002, the Company had $606,281 in cash and cash
equivalents compared with $576,514 at December 31, 2001.

           Between December 31, 2001 and September 30, 2002, there were no
material changes in obligations associated with operating agreements,
obligations to financial institutions and other long-term debt obligations.

           Net cash flows provided by operating activities were $822,766 during
the nine months ended September 30, 2002. The operating cash flows were due
primarily to a decrease in inventory and an increase in accounts payable, offset
by an increase in accounts receivable. The primary reason for the decrease in
inventory is that, as of November 2001, Universal has been gradually taking in
Amana and Goodman inventory on consignment. The increase in accounts payable is
primarily due to extended payment terms with Universal's vendors. The increase
in accounts receivable is due, largely, to the increase in sales in 2002.

           Cash used in investing activities of $738,735 during the nine months
ended September 30, 2002 were attributable to $67,754 of additions to property
and equipment for Universal and $670,981 used for the purchase of certain assets
of Goldman Associates.

           Cash flows used for financing activities of $54,264 during the nine
months ended September 30, 2002 are a result of net repayments on notes payable
of $163,272, offset by net borrowings on the credit facility of $109,008.

The net cash provided by discontinued operations during the nine months ended
September 30, 2001 of $894,522 is made up of net cash provided by the operations
and liquidation of Atlantic of $1,497,932, offset by the cash used for the
disposal of Well-Bilt of $603,410.

           On January 28, 2002, Atlantic, a wholly-owned subsidiary of the
Company, filed a voluntary petition with the U. S. Bankruptcy Court for the
Eastern District of New York




                                      -15-
<PAGE>

 to reorganize under Chapter 11 of the U. S.
Bankruptcy Code. As of the date of this filing, the proceedings are still
on-going. Colonial and its other operations are not part of the Chapter 11
filing. The business of Atlantic is today conducted by one employee, whose sole
function is to collect on accounts receivables for the benefit of Atlantic's
creditors, and the Company does not believe that Atlantic will emerge from the
reorganization with any value for the Company.

           On November 21, 2002, the Company and Universal were released from
their guarantees of the indebtedness (approximately $5,800,000 by Atlantic to
Colonial's and Atlantic's lending bank, in return for the agreement by the
Company and Universal to pay to the bank $2,500,000 as a five-year term loan
under the Company's line of credit with the bank, or, if earlier, on demand by
the bank.

           At September 30, 2002, amounts outstanding under the credit facility
were $8,038,584, of which $394,000 represents amounts under a term loan, payable
in 19 equal monthly installments of approximately $21,000. Although the term
loan is payable over 19 months, the Bank can demand payment at any time. As
monthly repayments are made on the term loan, the available line of credit
portion of the facility increases by the amount of the principal payment.

           The Company believes that the credit facility is sufficient to
finance its current operating needs.

           On September 30, 2003, Colonial, through its newly formed, wholly
owned subsidiary, RAL Purchasing, Inc., purchased substantially all of the
assets and certain liabilities of RAL Supply Group, Inc. ("RAL"). The purchase
price of $3,838,521 was in the form of $2,447,061 of cash paid to the seller at
the time of purchase with the remaining $1,391,460 in the form of liabilities
assumed by RAL Purchasing, Inc. The $2,447,061 of cash paid at the time of
purchase was funded by $2,147,061 of borrowings on the Company's credit facility
and 5-year, 9% notes issued by RAL Purchasing, Inc. to a third party in the
amount of $300,000. The 5-year notes are guaranteed by Universal. Colonial's
limit on its credit facility was increased by $2,000,000 to $14,000,000, as a
result of the acquisition.

           The Company expects to meet its liquidity needs going forward through
a combination of cash from operations, amounts available under its credit
facility and the issuance of stock through a private placement. On July 16,
2003, Colonial completed a private placement pursuant to Regulation D of the
Securities Exchange act of 1933. Colonial raised $240,600 through the issuance
of 802,000 shares of Common Stock at $0.30 per share. The stock was sold to
officers and directors of the Company and one private investor. The proceeds of
the private placement will be used for general working capital purposes.




                                      -16-
<PAGE>



Recent Accounting Pronouncements

           In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 143, "Accounting for Asset Retirement Obligations". Statement 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and (or) the normal operation of a long-lived asset, except for certain
obligations of lessees. The Company is required to adopt Statement 143, on
January 1, 2003. Adoption of Statement 143 did not have a material impact on the
Company's consolidated operations or financial position.

           In July 2002, the FASB issued Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities". Statement 146 will spread
out the reporting of expenses related to restructurings initiated after 2002,
because commitment to a plan to exit an activity or dispose of long-lived assets
will no longer be enough to record a liability for the anticipated costs.
Instead, exit and disposal costs are to be recorded when they are "incurred" and
can be measured at fair value, and they will subsequently adjust the recorded
liability for changes in estimated cash flows. The Company adopted Statement 146
on January 1, 2003. Adoption of Statement 146 did not have an impact on the
Company's consolidated results of operations or its financial position.

           In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock- Based Compensation-Transition and Disclosure". Statement No. 148 provides
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation as originally
provided by the FASB issued Statement No. 123, Accounting for Stock-Based
Compensation. Additionally, Statement No. 148 amends the disclosure requirements
of Statement No. 123 in both annual and interim financial statements. The
disclosure requirements have been adopted as of the period ended December 31,
2002. The Company intends to continue to apply the intrinsic value method of
accounting for stock-based employee compensation. The adoption of this
pronouncement will not have any impact on the Company's consolidated financial
position or results of operations.

           In November 2002, the FASB issued FASB interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that
upon issuance of guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 will be effective for any guarantees that are
issued or modified after December 31, 2002. The adoption of FIN 45 did not have
an impact on the Company's consolidated financial statements.



                                      -17-
<PAGE>

           In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities, an interpretation of ARB No. 51".
FIN 46 addresses the consolidation by business enterprises of variable interest
entities, as defined in the Interpretation. FIN 46 is effective for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim period beginning
after June 15, 2003. The Company does not believe that the adoption of FIN 46
will have any impact on the Company's consolidated financial statements.

           In April 2003, the FASB issued Statement No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." Statement No.
149 amends and clarifies the accounting guidance on derivative instruments
(including certain derivative instruments embedded in other contracts) and
hedging activities that fall within the scope of Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Statement No. 149 is
effective for all contracts entered into or modified after June 30, 2003, with
certain exceptions, and for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively. The adoption of this
pronouncement will not have any impact on the Company's financial position and
results of operations.

           In May 2003, the FASB issued Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity." Statement No. 150 changes the accounting guidance for certain financial
instruments that, under previous guidance, could be classified as equity or
"mezzanine" equity by now requiring those instruments to be classified as
liabilities (or assets in some circumstances) in the statement of financial
position. Further, Statement No. 150 requires disclosure regarding the terms of
those instruments and settlement alternatives. Statement No. 150 is generally
effective for all financial instruments entered into or modified after May 31,
2002 and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this pronouncement will not have
any impact on the Company's financial position and results of operations.

In January 1, 2003 the Company adopted the FASB's Emerging Issue Task Force
(EITF) Issue No. 02-16 "Accounting by a Reseller for Cash Consideration Received
from a Vendor" ("EITF 02-16"). The consensus reached by the EITF addressed the
accounting for "Cash Consideration" (which includes slotting fees, cooperative
advertising payments, etc.). The consensus of the EITF establishes an overall
presumption that the cash received from vendors is a reduction in the price of
vendor's products and should be recognized accordingly as a reduction in the
cost of sales at the time the related inventory is sold. Some consideration
could be characterized as a reduction of expense if the cash received represents
a reimbursement of specific, incremental, identifiable costs incurred by the
retailer to sell the vendor's products. The Company is in the process of
assessing the impact, if any, of adopting EITF 02-16.





                                      -18-
<PAGE>

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

           The Company's pre-tax earnings and cash flow are exposed to changes
in interest rates as borrowings under its credit facility bear interest at the
prime rate, plus 2%. A hypothetical 10% adverse change in such rates would
reduce pre-tax earnings and cash flow by approximately $54,300 over a one-year
period, assuming the borrowing level remains consistent with the outstanding
borrowings as of September 30, 2002. The fair value of the borrowings under the
credit facility is not affected by changes in market interest rates.

           The Company's remaining interest-bearing obligations are at fixed
rates of interest and as such do not expose pre-tax earnings and cash flows to
changes in market interest rates. The change in fair value of the Company's
fixed rate obligations resulting from a hypothetical 10% adverse change in
interest rates would not be material.

Item 4.  Controls and Procedures

(a)        Evaluation of Disclosure Controls and Procedures

           The Company's senior management is responsible for establishing and
maintaining a system of disclosure controls and procedures (as defined in Rule
13a-14 and 15d-14 under the Securities Exchange Act of 1934 (the "Exchange
Act")) designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported as specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files
or submits under the Act is accumulated and communicated to the issuer's
management, including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, as
appropriate to allow them to make informed decisions regarding required
disclosure.

           The Company has evaluated the effectiveness of the design and
operation of its disclosure controls and procedures under the supervision of and
with the participation of management, including the Chief Executive Officer and
Chief Financial Officer within 90 days prior to the filing date of this report.
Based on that evaluation our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are effective in
alerting them to material information required to be included in our periodic
Securities and Exchange Commission filings.

(b)        Changes in Internal Controls

           Subsequent to that evaluation, there have been no significant changes
in our internal controls or other factors that could significantly affect these
controls after such evaluation.




                                      -19-
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

           On January 28, 2002, Atlantic, a wholly-owned subsidiary of the
Company, filed a voluntary petition with the U. S. Bankruptcy Court for the
Eastern District of New York to reorganize under Chapter 11 of the U. S.
Bankruptcy Code. As of the date of this filing, the proceedings are still
on-going. Colonial and its other operations are not part of the Chapter 11
filing. The business of Atlantic is today conducted by one employee, whose sole
function is to collect on accounts receivables for the benefit of Atlantic's
creditors, and the Company does not believe that Atlantic will emerge from the
reorganization with any value for the Company.

Item 6.  Exhibits and Reports on Form 8-K

           a. Exhibits:

           31.1     Certification of Chief Executive Officer Pursuant to Rule
                    15d-14 of the Securities and Exchange Act of 1934, as
                    amended, as Pursuant to Section 302 of the Sarbanes- Oxley
                    Act of 2002

           31.2     Certification of Chief Financial Officer Pursuant to Rule
                    15d-14 of the Securities and Exchange Act of 1934, as
                    amended, as Pursuant to Section 302 of the Sarbanes- Oxley
                    Act of 2002

           32-1     Certification of Chief Executive Officer Pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

           32-2     Certification of Chief Financial Officer Pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

           b. Reports on Form 8-K:

                              None

                                   SIGNATURES

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

Dated:     November 14, 2003              COLONIAL COMMERCIAL CORP.

                                          /S/ BERNARD KORN
                                          ----------------
                                          Bernard Korn,
                                          Chairman of the Board and President

                                          /S/ JAMES W. STEWART
                                          --------------------
                                          James W. Stewart,
                                          Executive Vice President and Treasurer




                                      -20-
<PAGE>