POWER OF ATTORNEY



	KNOW ALL BY THESE PRESENT, that the undersigned,
Michael Goldman, hereby constitutes and appoints Colonial
Commercial Corp.as their true and lawful attorney-in-fact and
agent, with full power and authority to act as such, with
full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any
and all capacities, to do any and all acts and things and to
execute any and all instruments that either of said attorneys
and agents may deem necessary or advisable in connection with
the Securities and Exchange Commission Form 3, Form 4 and Form 5
to enable me to comply with the applicable provisions of the
Securities Act of 1933 as amended, with any regulations,
rules or requirements of the Securities and Exchange Commission
thereunder and the undersigned hereby ratifies and confirms all
said attorney and agent, or their substitute or resubstitute,
may lawfully do or cause to be done by virtue hereof.

	IN WITNESS WHEREOF, the undersigned has subscribed
these presents effective as of the 30 day of July, 2004
to expire the 30th day of May, 2008, unless revoked earlier
by written direction.

				_________________
				Michael Goldman