SecProbe.io

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May 12, 2005
By Edgar "CORRESP"

Ms. Meagan Caldwell
United States Securities and Exchange Commission
Washington, D. C. 20549-0303

Re: COLONIAL COMMERCIAL CORP. ("COMPANY") 2004 FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2004

Dear Ms. Caldwell:

Thank you for your letter of May 3, 2005. At your request, we are responding to
each of your points with this supplemental letter. We are keying our responses
to your comments.

     1.   We acknowledge your first comment and will include the revisions
          referred to later in this letter in our future filings.

     2.   In your Comment 2 you request information regarding amounts spent
          by the Company for company-sponsored research and development.

               a.   There was no Company sponsored research and development
                    during the period covered by the Report. Accordingly, no
                    disclosure was made under Item 101(c)(1)(xi) of Regulation
                    S-K.

     3.   In your Comment 3 you request detailed information on sales and
          cost of sales related to designated products and product lines,
          reasons for changes in product mix and/or volume, and the status of
          additional product lines referred on page F-8.

               a.   As disclosed in Part I, Item 1(c) and Note 1(a) to the
                    financial statements on page F-8, the Company regards itself
                    as being engaged in only one continuing industry segment:
                    wholesale distribution of heating, ventilation, air
                    conditioning equipment and high-end plumbing fixtures.

               b.   Item 101(c)(1)(i) of Regulation S-K requires that the
                    registrant disclose only

                         i.   The principal products produced and services
                              rendered by the registrant in the industry segment
                              and the principal markets for, and methods of
                              distribution of, the segment's principal products
                              and services. In addition, state for each of the
                              last three fiscal years the amount or percentage
                              of total revenue contributed by any class of
                              similar products or services which accounted for
                              10 percent or more of consolidated revenue in any
                              of the last three fiscal years or 15 percent or
                              more of consolidated revenue, if total revenue did
                              not exceed $50,000,000 during any of such fiscal
                              years.

                         ii.  Item 1 of Form 10-K, which calls for the
                              information referred to in Item 101, limits the
                              required disclosure to the period covered by the
                              Report.

               c.   The Company provided the required information in Part
                    I, Item 1(d) as follows: "We estimate that 85% of our sales
                    are for replacement and/or renovation, and that the
                    remaining 15% of sales are for new construction projects. We
                    also estimate that 80% of our sales are for the residential
                    market, and that the 20% balance of our sales are for the
                    commercial market. The Company's sales are comprised of
                    approximately 42% HVAC equipment, 38% parts and accessories,
                    15% climate control systems, and 5% high end plumbing
                    supplies."

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               d.   The Company respectfully submits that to provide
                    additional information on products and product lines would
                    place it at a competitive disadvantage relative to other
                    companies in the industry that do not make this disclosure.

               e.   Your comment also requests that we set out reasons for
                    changes in volume.

                         i.   The Company believes that it has adequately
                              disclosed the reasons for changes in volume. The
                              Company disclosed in its MD&A that "Sales for the
                              year ended December 31, 2004 were $61,454,128, an
                              increase of $16,782,992 (37.6%), from $44,671,136
                              in 2003. This increase reflects approximately
                              $9,625,000 additional sales from the inclusion of
                              sales from RAL for the full year of 2004 as
                              compared to three months of 2003. In addition,
                              $3,337,000 of the increase resulted from two new
                              locations for a full year compared to six months
                              in 2003 and the balance relates to increased
                              market penetration from existing locations."

                         ii.  In Part I, Item 1(d) the Company explained
                              that "RAL distributes high-end plumbing fixtures
                              through four showrooms located in Fishkill,
                              Middletown, New Windsor and Suffern, New York. It
                              also distributes heating, ventilating, and air
                              conditioning supplies to contractors through these
                              locations as well as through two additional
                              locations in Poughkeepsie and Peekskill, New
                              York."

               f.   With regard to your reference to page F-8 regarding
                    additional product lines, no new product lines have been
                    added since September 2003 when the Company acquired RAL.

               g.   You further request information regarding changes in
                    selling, general and administrative expenses. This
                    information appears under MD&A as follows:

                         i.   Selling, general, and administrative expenses
                              in 2004 increased $4,796,450 or 40.4% over 2003,
                              primarily related to the full year costs of the
                              RAL acquisition, two new locations opened in 2003,
                              and the opening of the Deptford location on
                              November 1, 2004.

               h.   As a result of the foregoing, we respectfully submit
                    that no changes are required in the MD&A disclosure for the
                    year ended December 31, 2004 as compared to the year ended
                    December 31, 2003. On the other hand, we are mindful of the
                    Staff's interest in this area and in future filings we will
                    carefully review all relevant requirements including the
                    areas that you raised in your letter.

     4.   In your Comment 4 you request information relating to the impact
          that the demand nature of our debt can have on our liquidity. We will
          disclose in future filings whether the Company believes that the
          credit facility is sufficient to finance its current operating needs
          and that the business of the Company would be materially and adversely
          affected if the bank demands payment of the loan and the Company is
          unable to refinance the loan.

     5.   In your Comment 5 you request information regarding compliance
          with debt covenants. We have been and are in compliance with all debt
          covenants and will provide the relevant disclosure in future filings.

     6.   In your Comment 6 you ask that we revise the table of contractual
          cash obligations to include estimated interest payments.

               a.   The majority of interest payments relate to the credit
                    facility, which is due on demand, and is recorded as a
                    current liability in the financial statements. To be
                    consistent with the presentation of the debt as current
                    would require that interest be presented only for the first
                    year of the five-plus-year span of the table. At the same
                    time, there is no assurance that interest will be payable
                    for even a year if the debt is called. Conversely, the debt
                    can remain outstanding for more than a year, so that
                    interest will accrue for more than a year. We submit that
                    because of the resulting confusion, the Company should
                    prepare this table consistent with what we understand to be
                    industry practice, which is not to include interest at all.

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                    Notwithstanding the above, if it is the SEC's position that
                    such interest calculations be designated in the table, we
                    would be pleased to include the same in future filings with
                    the interest being estimated as if the credit facility were
                    called on December 31 of the first year of the table.

     7.   In your Comment 7 you ask that that we discuss the terms and
          conditions of agreements that we have with manufacturers in "Summary
          of Significant Accounting Policies and Practices in the Notes" to our
          financial statements.

               a.   We provide the following information in Part I, Item
                    1(d): "We have no long term agreement with any customer. We
                    deal with our customers on a purchase order by purchase
                    order basis. We have no assured stability in our customer
                    base. We have no material long term agreements with any
                    supplier. Certain of our supplier agreements limit the sale
                    of competitive products in designated markets that we
                    serve." In future filings we will include equivalent
                    information in the Notes to our financial statements.

     8.   In your Comment 8 you ask that we discuss in Revenue Recognition
          in the Notes to our financial statements revenues received for
          technical assistance and training to customers and you also ask
          whether the Company has customer service contracts.

               a.   Training revenue was not disclosed in revenue
                    recognition because it was not material. Gross receipts were
                    $26,913 and expenses were $11,255 giving a net income from
                    training of $15,658. We will make the appropriate disclosure
                    in future filings if there are material revenues of this
                    kind.

              b.   The Company has no customer service contracts.

     9.   In your Comment 9 you request that we expand our disclosure
          regarding inventory shipments to include whether we include in our
          "cost of sales" line item the following: inbound freight charges,
          purchasing and receiving costs, inspection costs, warehousing costs,
          internal transfer costs and the other costs of our distribution
          network. You also request that we note that our gross margins are not
          comparable to those of other entities that include these costs in cost
          of sales.

               a.   Our line item excludes incoming freight, purchasing,
                    receiving, inspection, warehousing and handling costs, as we
                    include these costs in selling, general and administrative
                    expenses. We will include this information in future filings
                    and we will indicate that our gross margins may differ from
                    others in this or similar industries that do include these
                    items in their costs of sales line item.

     10.  In your Comment 10 you ask whether our preferred stock is
          redeemable and whether under SFAS 150 the preferred stock should be
          presented within Stockholders' equity.

               a.   The terms of the convertible preferred stock are that
                    they are redeemable at $7.50 per share, but only at the
                    option of the Company. The Company is not obligated to
                    redeem the preferred stock and the preferred stock has no
                    maturity or due date. The preferred stock is not entitled to
                    dividends unless dividends are declared on the common stock.
                    Except for a preference in liquidation, the preferred stock
                    is in all other respects similar to the common stock. Based
                    on the stocks features we feel that it is purely an equity
                    instrument and therefore we do not feel that it meets the
                    requirements set forth in SFAS 150 requiring certain
                    instruments to be classified as liabilities.

     11.  In your Comment 11 you ask for an explanation of why we reflect
          592,370 shares of preferred stock as having been purchased at $0.60
          per share even though we mention elsewhere that the preferred stock is
          redeemable at $7.50 per share.

               a.   The purchase and retirement of 592,370 shares of
                    convertible preferred stock at $0.60 per share was not a
                    redemption. As set out in Part II, Item 5, these shares were
                    escheated shares that the Company purchased from the State
                    of Ohio in an arms length transaction.

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     12.  In your Comment 12 you request that we provide additional
          disclosure regarding asbestos claims. In our filing we said:

               "Universal Supply Group, Inc. is a New York corporation
               ("Universal"). In June 1999, Universal acquired substantially all
               of the assets of Universal Engineering Co., Inc. and Universal
               Supply Group, Inc., a New Jersey corporation, including its name.
               The name of Universal Supply Group, Inc. (the selling
               corporation) was subsequently changed to Hilco, Inc. In 1998,
               Hilco, Inc. acquired the assets of Amber Supply Co., Inc.,
               previously known as Amber Oil Burner Supply Co., Inc., Universal
               Engineering Co., Inc., Amber Supply Co., Inc., Amber Oil Burner
               Supply Co., Inc. and Hilco, Inc. are referred to as the
               "Predecessors." The majority shareholders of the predecessors are
               John A. Hildebrandt and Paul Hildebrandt. Paul Hildebrandt was a
               director of the Company from September 29, 2004 to January 28,
               2005. Universal has been joined as a defendant with Predecessors
               and many other companies in numerous product liability lawsuits
               brought in the Superior Court of New Jersey (Middlesex County)
               that allege injury due to asbestos. These actions have been
               managed by the Predecessor's historic product liability insurance
               carriers, and all claims, including all defense and settlement
               costs, to date have been covered and paid by those carriers.
               Counsel representing the Company in these matters has advised