SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13E-3

(Amendment No. 3)

Rule 13e-3 Transaction Statement

Under Section 13(e) of the Securities Exchange Act of 1934

Colonial Commercial Corp.

(Name of Subject Company (Issuer))

Michael Goldman (Filing Person)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Convertible Preferred Stock, Par Value $0.05 Per Share

(Title of Class of Securities)

195621.503

(CUSIP Number of Class of Securities)

William Pagano

Colonial Commercial Corp.

275 Wagaraw Road, Hawthorne, NJ 07506

Telephone: (973) 427-3320

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

This statement is filed in connection with (check the appropriate box):

a.o The filing of solicitation materials or an information statement subject to Regulation 14A , Regulation 14C , or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.o The filing of a registration statement under the Securities Act of 1933.

c.x A tender offer.

d.o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$446,033	$24.88

*Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 356,826 outstanding shares of Convertible Preferred Stock, par value $0.05 per share, are being purchased at the tender offer price of $1.25 per share

 **The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2009 issued by the SEC, effective March 11, 2009, by multiplying the Transaction Value by 0.00005580.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $24.88	Filing Party: Colonial Commercial Corp. (Issuer and Filing Person)
Form or Registration No.: SC TO-I	Date Filed: July 9, 2009

INTRODUCTION

The filing person is filing this amended Schedule 13e-3 to set forth that as of September 22, 2009, 117,473 shares of Convertible Preferred Stock of Colonial Commercial Corp. (the “Company”) were tendered pursuant to the Company’s tender offer for Convertible Preferred Stock, instead of 142,604 shares as incorrectly reported on September 23, 2009.

Item 16 of the Schedule 13e-3 is further amended and supplemented by adding the following thereto:

Exhibit No.	Description
(a)(16)	Press Release dated September 24, 2009, filed herewith

Item 16. Exhibits

Exhibit No.	Description
(a)(16)	Press Release dated September 24, 2009, filed herewith

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Michael Goldman

Name: Michael Goldman, Chairman of the Board of Colonial Commercial Corp.

Dated: September 24, 2009