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

                                ---------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  JUNE 7, 2006
                Date of Report (Date of earliest event reported)

                            COLONIAL COMMERCIAL CORP.
               (Exact name of Registrant as Specified in Charter)


          NEW YORK                   1-6663                11-2037182
(State or other Jurisdiction    (Commission File         (IRS Employer
     of Incorporation)               Number)          Identification No.)

         275 WAGARAW ROAD, HAWTHORNE,                        07506
                 NEW JERSEY
   (Address of Principal Executive Offices)                (Zip Code)

        Registrant's Telephone Number, Including Area Code: 973-427-8224

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR  230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-4(c))



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  June  7, 2006, the Company entered into indemnification agreements with
its  Chief  Executive  Officer,  Chief  Financial Officer and each member of its
Board of Directors.  The form of these agreements is filed as an exhibit hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.                    Description

  10.01                        Form of Indemnification Agreement dated
                               June 7, 2006, filed herewith.



                                   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  hereunto  duly  authorized.


                                      COLONIAL COMMERCIAL CORP.
                                      -------------------------
                                            (Registrant)

Date: June 9, 2006                        /s/ William Salek
                                          -----------------
                                            William Salek
                                       Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.                    Description

  10.01                        Form of Indemnification Agreement dated
                               June 7, 2006, filed herewith.