SecProbe.io

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Mail Stop 0510

      May 3, 2005

Via U.S. mail and facsimile

Bernard Korn, Chief Executive Officer
Colonial Commercial Corp.
120 New South Road
Hicksville, NY  11801

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-6663

Dear Mr. Korn:

		We have reviewed this filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Item 1. Business

General
2. You disclosed that UEP specializes in design and sale of energy
conservation control systems and the fabrication of customized UL
listed control panels.  Please expand your disclosure to include
the
amount spent during each of the last three fiscal years on
company-
sponsored research and development activities.  Refer to Item
101(c)(1)(xi) of Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Comparison of Year Ended December 31, 2004 with Year Ended
December
31, 2003
3. Please expand your disclosures to provide additional details
regarding the changes in your results from operations for the
periods
presented.  Please include in your discussion factors such as:
* sales and cost of sales relating to the following:
o HVAC equipment,
o parts and accessories,
o climate control systems, and
o high end plumbing supplies,
* reasons for changes in product mix and/or volume, including any
offsetting results these changes may have with one another,
excluding
new markets entered into,
* status of additional product lines, as disclosed on page F-8,
and
* changes in selling, general, and administrative expenses,
including
expenses that offset one another.
Please show us what your revised MD&A disclosure for the year
ended
December 31, 2004 as compared to the year ended December 31, 2003
will look like.

Liquidity and Capital Resources

Credit Facility
4. You disclosed on page F-18 that your loans related to your
credit
facility are due at any time on demand by the bank.  Please expand
your disclosure to discuss how this could impact your future
liquidity.
5. You disclosed your debt facilities require you to maintain
certain
covenants and levels of tangible net worth, net income, and cash
flows.  Please expand your disclosure to indicate whether you were
in
compliance with these debt covenants during each year presented.

Contractual Obligations
6. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.

Financial Statements

Notes to Financial Statements

(1) Summary of Significant Accounting Policies and Practices
7. Please expand your disclosure to discuss the terms and
conditions
of agreements, if any, you have with the manufacturers of the
products you distribute and your related accounting policies.

(d) Revenue Recognition, page F-10
8. You disclosed that you provide technical assistance and
training
to customers.  Please expand your disclosure to discuss the amount
of
revenue you generate from technical assistance and training and
the
terms and conditions of these arrangements, if material.  Please
include in your response whether you offer your customers service
contracts and your related accounting policy regarding these
service
contracts.

(g) Inventory, page F-10
9. You have disclosed that all costs of shipping inventory to
customers are included in selling, general and administrative
expenses.  Please expand your disclosure to include whether you
include inbound freight charges, purchasing and receiving costs,
inspection costs, warehousing costs, internal transfer costs, and
the
other costs of your distribution network in your cost of sales
line
item.  With the exception of warehousing costs, if you currently
exclude a portion of these costs from cost of sales, please
disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in another line item, such as selling, general and administrative
expenses.

(7) Capital Stock, page F-20
10. Please expand your disclosure to discuss the circumstances
under
which your preferred stock is redeemable.  In your response,
please
also tell us how you considered the guidance in SFAS 150 in
concluding your redeemable convertible preferred stock should be
presented within stockholders` equity for balance sheet
presentation.
11. Your disclosure states "the preferred stock is redeemable, at
the
option of the Company, at $7.50 per share."  However, you have
disclosed under "General Business Developments" that you purchased
and retired 592,730 shares of convertible preferred stock at $0.60
per share.  Please expand your disclosure to discuss this
difference.

(15) Commitments
12. It appears you may have probable product liabilities related
primarily to asbestos-related claims.  Please disclose the
following:
* a rollforward for each period presented of your claims activity
that shows the number of claims at the beginning of the period,
increases in the number of claims, the number of claims settled,
and
the ending number of claims,
* the average settlement amount for cases closed in each period,
* the accrual balance, if any, for each period presented, and
* the amount recorded, if any, for each period presented in your
statement of operations.

(b) Leases, page F-27
13. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

Exhibit 21 - Subsidiaries of Registrant
14. Please update your exhibit to include the most current
information relating to your subsidiaries.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Bernard Korn
May 3, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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