UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

[ x ]    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended     March 31, 2008

[    ]   TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from                 to
                                        --------------      -----------------

         Commission file number:  0-51385
                                  -------

                            COLONIAL BANKSHARES, INC.
             (Exact name of registrant as specified in its charter)

   United States of America                             90-0183739
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

              2745 S. Delsea Drive
              Vineland, New Jersey                                 08360
      (Address of principal executive offices)                   (Zip code)

                                 (856) 205-0058
               (Registrant's telephone number including area code)

                                       N/A
              (Former name, former address, and former fiscal year,
                          if changed since last report)

Indicate by check whether the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
(1) [ X ] Yes [ ] No


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting  company"  in Rule  12b-2 of the  Exchange  Act.  (Check  one):
          Large accelerated filer [ ]            Accelerated  filer        [ ]
          Non-accelerated  filer  [ ]            Smaller reporting company [ X ]

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                        [   ]       Yes      [ X ]     No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest  practicable  date:
As of May 12, 2008,  4,450,796 shares of common stock, par value $0.10 per share


<PAGE>


                            COLONIAL BANKSHARES, INC.
                      QUARTERLY PERIOD ENDED MARCH 31, 2008

     This Amendment No. 1 to the Quarterly Report on Form 10-Q of Colonial
Bankshares, Inc. (the "Company") for the quarterly period ended March 31, 2008
is being filed to correct the certifications  filed as Exhibits 31.1 and 31.2 to
the Quarterly  Report as initially filed with the U. S. Securities and Exchange
Commission on May 15, 2008.  Specifically, the Company is filing certification
language required with respect to internal control over financial reporting, and
otherwise revising the certifications to conform the certifications to the exact
language of Item 601(b)(31) of U.S. Securities and Exchange Commission
Regulation S-K.




<PAGE>


                                   SIGNATURES

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


                                 Colonial Bankshares, Inc.
                                 (Registrant)





                                 By:       /s/ Edward J. Geletka
                                           -------------------------------------
                                           Edward J. Geletka
                                           President and Chief Executive Officer


                                           Date:  June 12, 2008






                                  By:      /s/ L. Joseph Stella, III
                                           -------------------------------------
                                           L. Joseph Stella, III
                                           Executive Vice President and Chief
                                           Financial Officer


                                           Date:  June 12, 2008