NEWS RELEASE
                             Contact: Commercial Federal
                                      The Torrenzano Group
                                      Donald W. Schuster
                                      Beth S. Jarecki
                                      (212) 681-1700 ext.103/115

                                      Franklin Mutual
                                      Holly Gibson
                                      (650) 312-4701

COMMERCIAL FEDERAL CORPORATION AND FRANKLIN MUTUAL ADVISERS, LLC
         ANNOUNCE RESOLUTION OF PROXY SOLICITATION

     Omaha, Nebraska and Short Hills, New Jersey (October 29,
1999) -- Commercial Federal Corporation (NYSE: CFB) and Franklin
Mutual Advisers, LLC today announced that they have settled the
litigation and ended the proxy contest relating to the election
of directors at Commercial Federal's upcoming annual
shareholders meeting.

     As a result of the agreement, the four directors to be
nominated for election at Commercial Federal's upcoming
shareholders meeting will include Robert F. Krohn, Michael P.
Glinsky, George R. Zoffinger and Joseph P. Whiteside.  The first
two nominees have been selected by Commercial Federal and the
latter two have been selected by Franklin Mutual.

     Mr. Zoffinger is the president and chief executive officer
of Constellation Capital Corp., a New Jersey-based commercial
finance and investment company.  He is also a director of
Admiralty Bank Corp., a bank holding company located in Florida.
He is the former chairman of Corestates New Jersey National
Bank, a $6 billion bank, as well as the former president and
chief executive officer of Constellation Bancorp, a bank holding
company which was sold to Corestates in 1993.

     Mr. Whiteside has had a highly successful career in the
banking industry spanning more than 30 years.  He spent 16 years
with Mellon Bank in Pittsburgh before going on to serve as the
chief financial officer of several publicly traded banking
companies in the United States.  Mr. Whiteside currently serves
as a senior adviser to National Australia Bank and as Chairman
of WeatherWise USA, Inc., a Pittsburgh-based company that
provides financial and other services to the public utilities
industry.


     Raymond Garea, senior vice president of Franklin Mutual,
stated that "I'm happy that we have been able to settle this
dispute amicably and in the best interests of the Commercial
Federal shareholders."

     Mr. William Fitzgerald, chairman and chief executive
officer of Commercial Federal, echoed Mr. Garea's sentiments,
stating that "We are very happy to be able to resolve this
matter
and move forward with an excellent Board of Directors that is
dedicated to the best interests of all of our shareholders."

     Commercial Federal Corporation is the parent company of
Commercial Federal Bank, a $12.8 billion federal savings bank,
which currently operates 257 retail offices in Iowa, Kansas,
Nebraska, Colorado, Oklahoma, Missouri, Arizona, Minnesota, and
South Dakota.



     Franklin Mutual Advisers, LLC serves as the investment
manager for the Mutual Series funds and is headquartered at 51
JFK Parkway, Short Hills, New Jersey 07078.