EXHIBIT 28B


















                                     

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COLONIAL COMMERCIAL CORP.
1996 STOCK OPTION PLAN
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There is hereby  established  a 1996 Stock  Option  Plan (the  Plan").  The Plan
provides for the grant to certain  employees  and others who render  services to
Colonial  Commercial Corp., or of a subsidiary  thereof,  of options to purchase
shares ( Options") of Common Stock of Colonial Commercial Corp.

The term Company",  as used in the Plan, shall include Colonial Commercial Corp.
and any present or future subsidiary thereof.

It is intended  that  certain of the Options  will  constitute  Incentive  Stock
Options within the meaning of Section 422 of the Internal Revenue Code ( ISOs"),
and the remainder of the Options will constitute  Nonstatutory options ( NSOs").
The Board of Directors ( Board")  shall  determine  which Options are to be ISOs
and  which  are to be NSOs and  shall  enter  into  option  agreements  with the
recipients accordingly.

1.  PURPOSE:
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The  purpose of the Plan is to provide  additional  incentive  to the  officers,
employees  and others who render  services  to the  Company,  who are  primarily
responsible  for  the  management  and  growth  of  the  Company,  or  otherwise
materially  contribute to the conduct and direction of its business,  operations
and affairs,  in order to strengthen their desire to remain in the employ of the
Company,  stimulate  their  efforts on behalf of the  Company  and to retain and
attract persons of competence, and, by encouraging ownership of a stock interest
in  Colonial  Commercial  Corp.,  to gain for the  organization  the  advantages
inherent in  employees  and others who render  services to the Company  having a
sense of proprietorship.

2.  THE STOCK:
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The aggregate number of shares of stock which may be issued, transferred or sold
upon the exercise of Options  granted  under the Plan shall not,  except as such
number may be adjusted in  accordance  with  paragraph  (f) of Article 5 hereof,
exceed  1,000,000  shares of Common Stock of Colonial  Commercial Corp. ( Common
Stock")  which may be either  authorized  and unissued  shares or issued  shares
reacquired by Colonial Commercial Corp. Notwithstanding the above limitation, if
any Option granted under the Plan shall expire, terminate or be canceled for any
reason  without  having been  exercised  in full,  the  corresponding  number of
unpurchased shares shall again be available for the purposes of the Plan.

3.  EMPLOYEES:
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The term employees" as used in the Plan, shall mean officers and other employees
of the Company  (including  officers and other employees who are also directors)
within the classes referred to in Article 1 hereof.

4.  ELIGIBILITY:
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      (a) Options may be granted to such  employees  of (or, in the case of NSOs
          only,   to  others  who  render   services  to)  the  Company  or  its
          subsidiaries  or parent as the Board  shall  select  from time to time
          (the  Optionees"),.  The terms  subsidiary" and parent" as used in the
          Plan shall have the respective  meanings set forth in sections  424(f)
          and (e) of the Internal Revenue Code.

      (b) An Optionee may hold more than one Option.


5.  GENERAL TERMS OF OPTIONS:
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      (a) Option Price. The price or prices per share of Common Stock to be sold
          pursuant to an Option (the "exercise price") shall be such as shall be
          fixed by the Board but shall in any case not be less than:

      (i) the fair market  value per share for such Common  Stock on the date of
          grant in the case of ISOs other than to a 10% Shareholder,

      (ii)110% of the fair market  value per share for such Common  Stock on the
          date of grant in the case of ISOs to a 10% Shareholder, and




                                      
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      (iii) 85% of the  fair  market  value  on the date of grant in the case of
            NSOs.

A "10%  Shareholder"  means an  individual  who  within  the  meaning of Section
422(b)(6)  of the  Internal  Revenue  Code of 1986 as amended  ("the Code") owns
stock  possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its parent or any subsidiary corporation.

(b)   NUMBER OF OPTIONS  WHICH MAY BE GRANTED TO, AND NUMBER OF SHARES WHICH MAY
      BE ACQUIRED BY  EMPLOYEES.  The Board may grant more than one Option to an
      individual during the life of the Plan and, subject to the requirements of
      Section 422 of the Code with  respect to  incentive  stock  options,  such
      Option may be in addition  to, in tandem  with,  or in  substitution  for,
      Options  previously  granted under the Plan or of another  corporation and
      assumed by Colonial Commercial Corp.

      The Board may permit the  voluntary  surrender  of all or a portion of any
      Option granted under the Plan to be  conditioned  upon the granting to the
      employee of a new Option for the same or a  different  number of shares as
      the Option  surrendered,  or may require  such  voluntary  surrender  as a
      condition precedent to a grant of a new Option to such employee.  Such new
      Option  shall be  exercisable  at the  price,  during the  period,  and in
      accordance  with any other terms or  conditions  specified by the Board at
      the time the new Option is granted,  all determined in accordance with the
      provisions of the Plan without regard to the price, period of exercise, or
      any other terms or conditions of the Option surrendered.

(c)   PERIOD OF GRANT OF OPTIONS.  Options  under the Plan may be granted at any
      time after the Plan has been  approved  by the  shareholders  of  Colonial
      Commercial Corp. However, no Options shall be granted under the Plan after
      December 31, 2005.

(d)   OPTION AGREEMENT.  The Company shall effect the grant of Options under the
      Plan, in accordance with  determination made by the Board, by execution of
      instruments in writing in a form approved by the Board.  Each Option shall
      contain  such  terms and  conditions  (which  need not be the same for all
      Options,  whether granted at the time or at different  times) as the Board
      shall deem to be appropriate and not  inconsistent  with the provisions of
      the Plan, and such terms and  conditions  shall be agreed to in writing by
      the Optionee.

(e)   NON-TRANSFERABILITY  OF  OPTION.  No Option  granted  under the Plan to an
      Optionee shall be  transferable  by the Optionee or otherwise than by will
      or by the laws of descent  and  distribution  and  during  the  Optionee's
      lifetime, such Option shall be exercisable only by such Optionee.

(f)   EFFECT  OF  CHANGE IN  COMMON  STOCK.  In the  event of a  reorganization,
      recapitalization, liquidation, stock split, stock dividend, combination of
      shares, merger or consolidation,  or the sale, conveyance,  lease or other
      transfer by Colonial  Commercial Corp. of all or substantially  all of its
      property,  or any other  change in the  corporate  structure  or shares of
      Colonial  Commercial  Corp.  pursuant  to any of  which  events  the  then
      outstanding shares of the Common Stock are split up or combined or changed
      into,  become  exchangeable  at the holder's  election for, or entitle the
      holder  thereof  to other  shares  of  stock,  or in the case of any other
      transaction  described in Section 24(a) of the Code,  the Board may change
      the number and kind of shares available under the Plan and any outstanding
      Option and the fair market value  determined  under  paragraph (h) of this
      Article  5 hereof  in such  manner  as it shall  deem  equitable.  Options
      granted  under the Plan shall contain such  provisions  as are  consistent
      with the foregoing  with respect to  adjustments  to be made in the number
      and kind of shares  covered  thereby and in the option  price per share in
      the event of any such change.

(g)   OPTIONEES NOT SHAREHOLDERS.  An Optionee or a legal representative thereof
      shall  have none of the  rights of a  shareholder  with  respect to shares
      subject to Options  until such shares shall be issued upon exercise of the
      Option.

(h)   NOT AN EMPLOYMENT CONTRACT.  Nothing in the Plan or in any Option or stock
      option agreement shall confer on any Optionee any right to continue in the
      service  of the  Company  or any parent or  subsidiary


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      of the Company or  interfere  with the right of the  Company to  terminate
      such Optionee's employment or other services at any time.

      (i) FAIR MARKET VALUE.  As used in the Plan,  the term "fair market value"
      shall mean as of any date:

       (i)  if the Common Stock is not traded on any over-the-counter  market or
            on a national securities exchange, the value determined by the Board
            using the best available facts and circumstances.

       (ii) if the Common Stock is traded in the over-the-counter  market, based
            on most recent  closing  prices for the Common Stock on the date the
            calculation thereof shall be made, or

       (iii)if the  Common  Stock is listed on a national  securities  exchange,
            based on the most recent  closing prices for the Common Stock of the
            Company on such exchange.

(j)   TYPES OF OPTIONS.  Options  granted under the Plan shall be in the form of
      (i) incentive stock options as defined in Section 422 of the Code, or (ii)
      options not qualifying  under such Section,  or both, in the discretion of
      the Board.  The status of each options  shall be  identified in the Option
      Agreement.



6.  OTHER:
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(a)   OPTION EXERCISES.  Options shall be exercised by submitting to the Company
      a signed  copy of the notice of  exercise  in a form to be supplied by the
      Company. The exercise of an Option shall be effective on the date on which
      the Company receives such notice at its principle  corporate offices.  The
      Company may cancel such exercise in the event that payment is not effected
      in full, subject to the terms of Section 6(e) below.

(b)   PERIOD OF OPTION  VESTING.  The Committee  shall determine for each Option
      the period  during which such Option shall be  exercisable  in whole or in
      part,  provided that no ISO to a 10% Shareholder shall be exercisable more
      than five years after the date of grant.

(c)   SPECIAL RULE FOR ISOS. The aggregate fair market value  (determined at the
      time the ISO is  granted)  of the Stock  with  respect  to which  ISOs are
      exercisable  for the first time by the  optionee  ("Optionee")  during any
      fiscal  year  (under  all  such  plans  of  the  Company,  its  parent  or
      subsidiary) shall not exceed $100,000,  and any excess shall be considered
      an NSO.

(d) EFFECT OF TERMINATION OF EMPLOYMENT.

         (i)   The Committee shall determine for each Option the extent, if any,
               to which such  Option  shall be  exercisable  in the event of the
               termination  of the Optionee's  employment  with, or rendering of
               other Services to, the Company.

         (ii)  However,  any such  Option  which is an ISO  shall in all  events
               lapse unless exercised by the Optionee:

                (A) prior  to the 89th day  after  the date on which  employment
                    terminated,  if \  termination  was other  than by reason of
                    death; and

                (B) within a  twelve-month  period next  succeeding the death of
                    the Optionee, if termination is by reason of death.

         (iii) The Board  shall  have the right,  at any time,  and from time to
               time, with the consent of the Optionee,  to modify the lapse date
               of an Option and to convert an ISO into 


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               an NSO  to the  extent  that  such  modification  in  lapse  date
               increases the life of the ISO beyond the dates set forth above or
               beyond dates otherwise permissible for an ISO.

(e)   PAYMENT  FOR SHARES OF COMMON  STOCK.  Upon  exercise  of an  Option,  the
      Optionee shall make full payment of the Option Price:

        (i)   in cash or,

        (ii)  with the consent of the Board and to the extent permitted by it:

           (A)    with Common  Stock of the Company  valued at fair market value
                  on date of  exercise,  but only if held by the  Optionee for a
                  period of time  sufficient to prevent a pyramid  exercise that
                  would create a charge to the Company's earnings,

           (B)    with a full recourse  interest bearing  promissory note of the
                  Optionee,  secured by a pledge of the  shares of Common  Stock
                  received upon  exercise of such Option,  and having such other
                  terms and conditions as determined by the Board,

           (C)    by delivering a properly  executed  exercise  notice  together
                  with  irrevocable  instructions  to a  broker  to sell  shares
                  acquired upon  exercise of the Option and promptly  deliver to
                  the  Company a portion of the  proceeds  thereof  equal to the
                  exercise price, or

           (D)    any combination or any of the foregoing.

7.  WITHHOLDING TAXES:
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(a)   In the case of shares that an Optionee  receives  pursuant to his exercise
      of an  Option,  the  Company  shall  have the right to  withhold  from any
      salary,  wages, or other  compensation for services payable by the Company
      to such  Optionee  amounts  sufficient  to  satisfy  any  withholding  tax
      liability  attributable  to such  Optionee's  receipt of such shares.  The
      Company  shall  have the right to  require  the  Optionee  to remit to the
      Company an amount  sufficient  to satisfy any Federal,  state and/or local
      withholding tax  requirements  prior to the delivery of any certificate or
      certificates for such shares. Alternatively,  the Company may, in its sole
      discretion  from time to time,  issue or  transfer  such  shares of Common
      Stock net of the number of shares  sufficient  to satisfy the  withholding
      tax requirements. For withholding tax purposes, the shares of Common Stock
      shall be valued on the date the withholding obligation is incurred.

(b)   In the case of shares that an Optionee  receives  pursuant to his exercise
      of an ISO, if such Optionee  disposes of such shares within two years from
      the date of the  granting of the ISO or within one year after the transfer
      of such shares to him, the Company  shall have the right to withhold  from
      any salary,  wages,  or other  compensation  for  services  payable by the
      Company to such Optionee amounts sufficient to satisfy any withholding tax
      liability attributable to such disposition.

(c)   In the case of a disposition described in section 7(b) above, the Optionee
      shall give  written  notice to the Company of such  disposition  within 30
      days   following  the   disposition,   which  notice  shall  include  such
      information  as the  Company  may  reasonably  request to  effectuate  the
      provisions hereof.

8.  AGREEMENTS AND REPRESENTATIONS OF OPTIONEES:
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As a  condition  to the  exercise  of an Option,  unless  counsel to the Company
opines that it is not necessary  under the  Securities  Act of 1933, as amended,
and the pertinent rules thereunder, as the same are then in effect, the Optionee
shall  represent in writing that the shares being  purchased are being purchased
only  for  investment  and  without  any  present  intent  at  the  time  of the
acquisition of such shares to sell or otherwise dispose of the same.

9.  ADMINISTRATION OF THE PLAN:
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The Plan shall be administered by the Board of Directors of Colonial  Commercial
Corp.

In addition to the Board's  discretionary  authority set forth in other Articles
hereof,  the Board is authorized to establish such rules and regulations for the
proper  administration of the Plan as it may deem advisable and not inconsistent
with the provisions of the Plan.  Unless otherwise  determined by the Board, all
questions arising under the Plan or under any rule or regulation with respect to
the Plan adopted by the Board,  whether such questions involve an interpretation
of the Plan or otherwise, shall be decided by the Board, and its decisions shall
be conclusive and binding in all cases.

The Board shall  determine  the persons to whom Options under the Plan are to be
granted and the number of shares to covered by each Option granted. In selecting
the individuals to whom Options shall be granted,  as well as in determining the
number of shares subject to each Option,  the Board shall consider the positions
and responsibilities of the persons being considered, the nature of the services
and  accomplishments of each, the value to the Company of their services,  their
present  and  potential   contribution  to  the  success  of  the  Company,  the
anticipated number of years of service remaining,  and such other factors as the
Board may deem relevant.

10. AMENDMENT AND DISCONTINUE OF THE PLAN:
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(a)   The Board of Directors of Colonial Commercial Corp. may at any time alter,
      suspend  or  terminate  the  Plan,  but,  except  in  accordance  with the
      provisions of paragraph (f) of Article 5 and Article 11 hereof,  no change
      shall be made which will have a material  adverse  effect  upon any Option
      previously  granted,  unless the  consent  of the  Optionee  is  obtained;
      provided,  however, that except in the case of adjustment made pursuant to
      paragraph  (f) of  Article 5 hereof,  the Board may not,  without  further
      approval of the  shareholders,  (i) increase the maximum  number of shares
      for which  Options may be granted under the Plan or which may be purchased
      by any individual Optionee (ii) decrease the minimum Option Price provided
      in the Plan,  or (iii)  change  the class of persons  eligible  to receive
      Options.

(b)   Notwithstanding the foregoing provisions of this Article 10, except as may
      otherwise be provided  herein,  no person may be divested of the ownership
      of Common Stock previously issued, sold or transferred under the Plan.

11.  OTHER CONDITIONS:
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If at any time counsel to Colonial Commercial Corp. shall be of the opinion that
any sale or delivery  of shares of Common  Stock  pursuant to an Option  granted
under the Plan is or may in the  circumstances  be unlawful  under the statutes,
rules or regulations of any applicable  jurisdiction,  Colonial Commercial Corp.
shall have no obligation to make such sale or delivery,  and Colonial Commercial
Corp.  shall not be required to make any application or to effect or to maintain
any qualification or registration  under the Securities Act of 1933 or otherwise
with respect to shares of stock or Options under the Plan. The right to exercise
any such Option shall be suspended  until, in the opinion of said counsel,  such
sale or delivery shall be lawful.

Upon  termination of any period of suspension  under this Article 11, any Option
affected  by such  suspension  which shall not then have  expired or  terminated
shall be  reinstated  as to all shares  available  upon  exercise  of the option
before  such  suspension  and as to shares  which  would  otherwise  have become
available for purchase during the period of such  suspension,  but 

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no suspension shall extend any Option Period.

At the time of any grant or exercise of any Option,  Colonial  Commercial  Corp.
may, if it shall deem it necessary or desirable  for any reason  connected  with
any law or regulation of any governmental  authority  relative to the regulation
of  securities,  condition  the grant  and/or  exercise  of such Option upon the
Optionee making certain  representations  to Colonial  Commercial  Corp. and the
satisfaction  of  Colonial   Commercial  Corp.  with  the  correctness  of  such
representations.

12.  APPROVAL; EFFECTIVE DATE:
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The Plan  shall  become  effective  upon the  approval  by the  shareholders  of
Colonial  Commercial  Corp. at the Annual Meeting of  Shareholders to be held on
June 12, 1996.























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