SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, For use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ X ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

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2. Aggregate number of securities to which transaction applies:

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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4. Proposed maximum aggregate value of transaction:

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5. Total Fee Paid:

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[ ] Fee paid previously with preliminary materials.

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

1. Amount Previously Paid:

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2. Form, Schedule or Registration Statement No.:

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3 Filing Party:

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4. Date Filed:

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[COMMERCIAL FEDERAL CORPORATION LETTERHEAD]

October __, 1995

ANNUAL MEETING
NOVEMBER 21, 1995

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Commercial Federal Corporation (the "Corporation") to be held on Tuesday,
November 21, 1995, at 10:00 a.m. at the Holiday Inn Central Convention Centre,
"Holiday C" Meeting Room, 3321 South 72nd Street, Omaha, Nebraska. Your Board
of Directors and Management look forward to greeting personally those
stockholders able to attend.

At this meeting, as set forth in the accompanying Notice of Annual Meeting
and Proxy Statement, stockholders will be asked to consider and act upon (i) the
election of three directors for a three-year term (the Board having nominated
William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil), (ii) a proposal
of the Corporation's Board of Directors relating to the Board's active and
ongoing evaluation of the Corporation's strategic alternatives; and (iii) a
stockholder proposal. During the meeting, we will also report on the operations
of the Corporation and its principal subsidiary, Commercial Federal Bank, a
Federal Savings Bank. Directors and officers of the Corporation will be present
to respond to any questions you may have.

Your vote is important, regardless of the number of shares you own. We
urge you to sign, date and mail the enclosed proxy as soon as possible, even if
you currently plan to attend the annual meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable to
attend the meeting.

On behalf of your Board of Directors, thank you for your continued support.

Sincerely,

William A. Fitzgerald James A. Laphen
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer

COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1995

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Commercial Federal Corporation (the "Corporation") will be held at
the Holiday Inn Central Convention Centre, "Holiday C" Meeting Room, 3321 South
72nd Street, Omaha, Nebraska, on Tuesday, November 21, 1995, at 10:00 a.m.

A Proxy Card and a Proxy Statement for the Meeting are enclosed.

The Meeting is for the purpose of considering and acting upon:

1. The election of three directors of the Corporation;

2. A proposal of the Board of Directors relating to the Board's
active and ongoing evaluation of the Corporation's strategic
alternatives;

3. A stockholder proposal as described in the accompanying proxy
statement, if properly presented at the Meeting; and

4. Such other matters as may properly come before the Meeting or any
adjournments or postponements thereof.

NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.

Any action may be taken on the foregoing matters at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment or postponement, the Meeting may be adjourned or postponed.
Pursuant to the Bylaws of the Corporation, the Board of Directors has fixed the
close of business on October 10, 1995, as the record date for determination of
the stockholders entitled to notice of and to vote at the Meeting and any
adjournments or postponements thereof.

You are requested to sign and date the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
postage-paid envelope. The proxy will not be used if you attend and vote at the
Meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

GARY L. MATTER
SECRETARY
Omaha, Nebraska
October __, 1995

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND PROMPTLY
MAIL YOUR ENCLOSED WHITE PROXY CARD. STOCKHOLDERS WITH QUESTIONS OR REQUIRING
ASSISTANCE MAY CALL D.F. KING & CO., INC., WHICH IS ASSISTING YOUR CORPORATION,
TOLL-FREE AT (800) 714-3310.

PROXY STATEMENT
OF
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200

ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1995

GENERAL

This Proxy Statement and the enclosed White Proxy Card are furnished in
connection with the solicitation of proxies by the Board of Directors of
Commercial Federal Corporation (the "Corporation"), to be used at the Annual
Meeting of Stockholders of the Corporation and at any adjournments or
postponements thereof (the "Meeting") which will be held at the Holiday Inn
Central Convention Centre, "Holiday C" Meeting Room, 3321 South 72nd Street,
Omaha, Nebraska, on Tuesday, November 21, 1995, at 10:00 a.m. The accompanying
Notice of Annual of Meeting, this Proxy Statement and the White Proxy Card are
being first mailed to stockholders on or about October ___, 1995.

VOTING AND REVOCABILITY OF PROXIES

The close of business on October 10, 1995, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting. At that date, the Corporation had outstanding _____ shares of
common stock, par value $.01 per share ("Common Stock"). Holders of Common
Stock are entitled to one vote per share for the election of directors, subject
to the right to cumulate votes as described below, and upon all matters on which
stockholders are entitled to vote.

Proxies solicited by the Board of Directors of the Corporation which are
properly executed and returned to the Corporation will be voted at the Meeting,
and any adjournments or postponements thereof, in accordance with the directions
given thereon. Executed proxies on which no directions are indicated will be
voted FOR Proposal 1 (the election of the Corporation's nominees as
directors) and Proposal 2 and AGAINST Proposal 3. If any other matters are
properly brought before the Meeting, the proxies solicited by the Board of
Directors will be voted on such matters as determined by a majority of the
Board. Other than the election of three directors to the Board of Directors and
the consideration of Proposals 2 and 3, the Board of Directors is not currently
aware of any other matters to be brought before the Meeting.

The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to constitute a quorum thereat. If a quorum is not present or represented by
proxy, the stockholders entitled to vote, present or represented by proxy, have
the power to adjourn the Meeting from time to time, without notice other than an
announcement at the Meeting, until a quorum is present or represented. Assuming
a quorum is present, under Nebraska law directors shall be elected by a
plurality of votes cast by stockholders at the Meeting (abstention and broker
non-votes not being considered in determining the outcome of the election). All
other action to be taken at the meeting requires the affirmative vote of a
majority of the shares represented and entitled to vote at the Meeting
(accordingly, abstentions will have the same effect as votes cast against any
such action and broker non-votes will not affect the outcome of any such
action).

Pursuant to the Bylaws of the Corporation and Nebraska law, every
stockholder entitled to vote for the election of directors has the right to vote
the number of shares owned thereby for as many persons as there are directors to
be elected, or to cumulate votes by multiplying the number of shares held by
such stockholder by the number of directors to be elected and to cast such votes
for one director or distribute them among any number of candidates. Unless
otherwise indicated by the stockholder, a vote FOR the Board of Directors'
nominees on the accompanying White Proxy Card will give the proxies named
therein discretionary authority to cumulate all votes to which the stockholder
is entitled and to allocate such votes in favor of one or more of the Board's
nominees, as the proxies may determine. Additionally, executed proxies will
confer discretionary authority on the proxies named therein to vote with respect
to the election of any person recommended by the Board of Directors as a
director where the nominee is unable to serve or for good cause will not serve
(an event not now anticipated).

Execution of a White Proxy Card will not affect your right to attend the
Meeting and to vote in person. A stockholder executing a proxy (including a
proxy solicited other than by the Board of Directors) may revoke such proxy at
any time before it is voted by (i) filing a written notice of revocation with
the Secretary of the Corporation at the address provided above, (ii) filing a
duly executed proxy bearing a later date, or (iii) attending and voting in
person at the Meeting. Attendance at the Meeting without voting thereat will
not revoke a proxy previously executed and duly submitted by you.

PRINCIPAL STOCKHOLDERS

Persons and groups owning in excess of 5.0% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. Based upon such reports, and
certain other available information, the following table sets forth, as of
October 10, 1995, certain information as to the Common Stock beneficially owned
(i) by those persons who owned more than 5.0% of the outstanding shares of
Common Stock, (ii) by each of the executive officers listed in the Summary
Compensation Table on page 10, and (iii) by all executive officers and directors
of the Corporation as a group. Management knows of no persons, other than those
shown below, who owned more than 5.0% of the Corporation's outstanding shares of
Common Stock at October 10, 1995.

Amount and Percent of
Nature of Shares of
Beneficial Common Stock
Beneficial Owner Ownership (1) Outstanding
---------------- -------------- -------------

CAI Corporation 1,250,100(2) __.__% (2)
Robin R. Glackin
Steven M. Ellis
Byron A. Lax
12770 Coit Road
Suite 902
Dallas, Texas 75251

FMR Corp. 946,100 __.__
82 Devonshire Street
Boston, Massachusetts 02109

William A. Fitzgerald 280,880(3) __.__

James A. Laphen 74,512(3) __.__

Gary L. Matter 17,269(3) __.__

Terry A. Taggart 25,764(3) __.__

Gary D. White 33,433(3) __.__

All Executive Officers
and Directors as a
Group (24 persons) 753,843(3) __.__%
- --------------------

(1) As to ownership of shares by executive officers and directors, includes
certain shares of Common Stock owned by businesses in which the director or
executive officer is an officer or major stockholder, or by spouses or as a
custodian or trustee for minor children, over which shares the named
individual or all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(2) The respective interests of Messrs. Glackin, Ellis and Lax are held through
CAI Corporation, of which Mr. Glackin is president and one-third owner, and
Messrs. Ellis and Lax are each one-third owners.
(3) Includes 192,298, 30,370, 4,769, 19,390, 19,344 and 347,386 shares,
respectively, which Messrs. Fitzgerald, Laphen, Matter, Taggart and White
and all executive officers and directors as a group have the right to
purchase pursuant to the exercise of stock options, as well as stock held
in retirement accounts or funds for the benefit of the named individuals or
group.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Corporation's Board of Directors is composed of nine members. The
Corporation's Articles of Incorporation provide that directors are to be elected
for terms of three years, one-third of whom are to be elected annually. Three
directors will be elected at the Meeting to serve for a three-year period or
until their respective successors have been elected and qualified. The
Corporation's Board of Directors has nominated to serve as directors William A.
Fitzgerald, Sharon G. Marvin and Michael T. O'Neil, all of whom are currently
members of the Board.

If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.

The Board of Directors intends to vote all of the shares for which it is
given proxies, to the extent permitted thereunder, FOR the election of the
Board's nominees and intends to cumulate votes so as to maximize the number of
such nominees elected to serve as directors of the Corporation.

The following table sets forth the names of the Board's nominees for
election as directors and of those directors who will continue to serve as such
after the Meeting. Also set forth is certain other information with respect to
each person's age, the year he or she became a director, the expiration of his
or her term as a director, and the number and percentage of shares of Common
Stock beneficially owned at October 10, 1995. At present, each director of the
Corporation is also a member of the Board of Directors of the Corporation's
wholly owned subsidiary, Commercial Federal Bank, a Federal Savings Bank (the
"Bank").

Shares of
Common Stock
Year First Beneficially
Age at Elected as Current Term Owned at Percent
Name October ___, 1995 Director to Expire October ___, 1995 (1) of Class
---- ----------------- ---------- ------------ --------------------- --------

BOARD NOMINEES FOR TERMS TO EXPIRE IN 1998
William A. Fitzgerald 57 1984 1995 280,880 (2) __.__%
Sharon G. Marvin 58 1984 1995 16,392 (2) __.__%
Michael T. O'Neil 59 1984 1995 13,912 __.__%

DIRECTORS CONTINUING IN OFFICE
Robert F. Krohn 62 1984 1996 84,256 __.__%
Charles M. Lillis 53 1988 1996 4,431 (2) __.__%
Robert S. Milligan 50 1987 1996 5,247 (2) __.__%
Talton K. Anderson 58 1991 1997 17,534 __.__%
Carl G. Mammel 62 1991 1997 52,034 __.__%
James P. O'Donnell 47 1991 1997 2,761 __.__%

- --------------------
(1) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder or by a spouse, or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared voting and investment
power, unless otherwise indicated. Also includes shares held in retirement
accounts or funds for the benefit of the named individuals.
(2) Includes 117,839, 3,000, 1,500 and 3,000 shares which may be purchased
pursuant to the exercise of stock options by directors Fitzgerald, Marvin,
Lillis and Milligan, respectively.

The principal occupation of each director of the Corporation for the last
five years is set forth below.

WILLIAM A. FITZGERALD -- Chairman of the Board and Chief Executive Officer
of Commercial Federal Corporation and Commercial Federal Bank. Mr. Fitzgerald
joined Commercial Federal in 1955. He was named Vice President in 1968,
Executive Vice President in 1973, President in 1974, Chief Executive Officer in
1983 and Chairman of the Board in 1994. Mr. Fitzgerald is well known in the
banking community for his participation in numerous industry organizations,
including: the Federal Home Loan Bank Board, the Nebraska League of Savings
Institutions and the board of America's Community Bankers. He is actively
involved civically in the Greater Omaha community serving in leadership roles
with major civic, philanthropic and educational organizations. Mr. Fitzgerald
joined Commercial Federal's Board of Directors in 1973. Committee memberships:
Executive (1990 - present); Finance (1992 - present); Executive Personnel (1985
- - 1987); Stock Option (1984 - 1985); Personnel (1982 - 1984).

TALTON (TAL) K. ANDERSON -- Owner and President of three automobile
dealerships in Omaha, Nebraska, as well as one in Lincoln, Nebraska. Mr.
Anderson is also the President of a Nebraska-based automobile leasing company
and a reinsurance company. Mr. Anderson has been a shareholder of Baxter
Chrysler Plymouth since 1960 and become sole owner in 1984. In 1988, he
acquired Southroads Toyota and has been owner of Lexus of Omaha since 1990. In
1993 he bought Lincoln Dodge of Lincoln, Nebraska. Mr. Anderson incorporated
Protection Life, a reinsurance company, in 1974. Mr. Anderson also serves on
the Board of Trustees for Boys Town and is actively involved with the University
of Nebraska at Omaha Alumni Board and the University of Nebraska College of
Business Administration Advisory Board. Mr. Anderson joined Commercial
Federal's Board of Directors in November 1991. Committee memberships: Audit
(1992 - present); Compensation and Stock Option (1993 -present).

ROBERT F. KROHN -- President of Krohn Corporation, a management and
strategic planning firm based in Omaha, Nebraska. Mr. Krohn served as Chairman
of the Board of Directors for Commercial Federal Corporation from 1990 through
1994. He is the former President and Chief Executive Officer of HDR, Inc., an
international architecture, planning and engineering firm. In addition to
Commercial Federal's Board of Directors, Mr. Krohn serves on the boards of
Ameritas Financial Services, Inc., Streck Laboratories, PSI Group, Inc., Shadow
Ridge Management Company, Midwest Research Institute and Immanuel Health Care
Systems. He is active in community and state activities. Mr. Krohn has served
on Commercial Federal's Board of Directors since January 1984. Committee
memberships: Executive Committee (1990 - present); Finance (1991 - present);
Compensation and Stock Option (1995 - present); Executive Personnel (1986 &
1990); Stock Option (1985 & 1990 - 1992); Personnel (1985).

CHARLES M. LILLIS -- President and Chief Executive Officer of U S WEST
Media Group, the international, cellular, directory publishing and cable
television units of US WEST, Inc. Mr. Lillis currently serves in advisory
capacities at the University of Colorado, the University of Oregon and the
Wharton Business School. He has served on Commercial Federal's Board of
Directors since June 1988 and serves on SuperValu Board. Committee memberships:
Finance (1992 - present); Audit (1991); Executive Personnel (1989); Compensation
and Stock Option (1988 - 1990).

CARL G. MAMMEL -- Chairman of the Board of Mammel & Associates, a
consulting firm providing services in executive benefits, employee benefits
planning and wealth transfer planning. Mr. Mammel is considered one of the
nation's top experts in the field of employee benefit planning and executive
benefits. He is also a managing partner and Executive Vice President of M
Financial Corporation, a network of financial service firms throughout the
United States. Mr. Mammel is also a member of the boards of M Life, M Financial
Management Partnership, The Salvation Army, Childrens Hospital and Epsen Hillmer
Graphics Co. He is also President of the Omaha Community Foundation. Mr.
Mammel joined Commercial Federal's Board of Directors in November 1991.
Committee memberships: Finance (1992 - present); Compensation and Stock Option
(1993 - present).

SHARON G. MARVIN -- Nebraska civic leader and real estate consultant. Ms.
Marvin was the top team producer for her real estate firm, selling more than
$10.5 million of real estate during the past year. During the past seven years,
she has served in numerous leadership positions in the real estate industry.
Ms. Marvin was recently appointed to the National Board of Directors for United
Way of America. Additionally, she is co-chairman of the United Way Regional
Council representing ten states and a governing member of United Way of America
Audit Committee. She is a board member of numerous organizations, including:
the University of Nebraska Foundation, the University of Nebraska Council on
Economic Education and the Nebraska Supreme Court Judicial Selection Committee.
Ms. Marvin joined Commercial Federal's Board of Directors in May 1980.
Committee memberships: Audit (1990 - present); Executive Personnel (1986 -
1989); Stock Option (1986-1989); Personnel (1985).

ROBERT S. MILLIGAN -- Chairman of the Board and Chief Executive Officer of
MI Industries, a protein processing company headquartered in Lincoln, Nebraska,
which produces products for pharmaceutical, biological and research markets
throughout the world. Mr. Milligan trained as an attorney specializing in
corporate law and taxation, has held positions with the U.S. Department of
Justice, the U.S. Office of Trade, the Environmental Protection Agency and the
U.S. Department of Commerce. His civic board memberships also include: Bryan
Memorial Hospital, Nebraska Wesleyan University, Boy Scouts and Nebraska Council
on Economic Education. Mr. Milligan joined Commercial Federal's Board of
Directors in June 1987. Committee memberships: Audit (1990 - present);
Executive Committee (1992 - present).

JAMES P. O'DONNELL -- Senior Vice President and Chief Financial Officer of
ConAgra, Inc., an Omaha, Nebraska-based international diversified food company
with annual sales of approximately $24 billion. Mr. O'Donnell, a certified
management accountant, is responsible for ConAgra's finance, control and
reporting, risk management, tax, and internal audit functions. He is active in
the Greater Omaha community and is also a member of several civic boards and
currently serves as Chairman of the Board of Quality Living, Inc., an Omaha
rehabilitative center. Mr. O'Donnell has served on Commercial Federal's Board
of Directors since June 1991. Committee memberships: Finance (1991 - present);
Compensation and Stock Option (1993 - present).

MICHAEL T. O'NEIL, M.D. -- Dr. O'Neil is involved in the private practice
of orthopedic surgery and is currently a member of the volunteer faculty of the
University of Nebraska Medical Center. After residencies at Duke University
Medical Center and Shriners Hospital for Crippled Children, as well as a
distinguished military career, Dr. O'Neil began his private practice in 1971 and
was board certified by the American Board of Orthopedic Surgeons in 1972. Dr.
O'Neil's professional memberships include: American Medical Association and the
American Academy of Orthopedic Surgeons. Dr. O'Neil's work has been published
in numerous medical journals. Dr. O'Neil joined Commercial Federal's Board of
Directors in September 1980. Committee memberships: Executive (1990 -
present); Audit (1990 - present); Stock Option (1986 - 1992); Executive
Personnel (1986 - 1990).

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors conducts its business through meetings of the Board
and through its committees, which permits the Board to more efficiently
discharge its duties. During the fiscal year ended June 30, 1995, the Board of
Directors held seven meetings. No director attended fewer than 75% of the total
meetings of the Board of Directors and committees on which such Board members
served.

The Corporation's audit committee is currently comprised entirely of non-
employee directors Anderson, Marvin, Milligan and O'Neil (Chairman). This
committee's function is to approve the outside accounting firm for use by the
Corporation and Bank and to review regulatory examination reports. This
committee conducts its business through the Bank's audit committee and serves as
the liaison with the Bank's internal audit department. The audit committee
meets quarterly or on an as needed basis. During the fiscal year ended June 30,
1995, the audit committee met six times.

The Corporation's Compensation Committee is currently comprised entirely of
non-employee directors Anderson, Krohn, Mammel (Chairman) and O'Donnell. This
Committee is responsible for developing the Corporation's executive compensation
policies generally, and for implementing those policies for the Corporation's
executive officers and the Bank's senior executive officers (the Chairman of the
Board and Chief Executive Officer of the Corporation and the Bank and the
President and Chief Operating Officer of the Corporation and Bank). See
"Executive Compensation -- Compensation Committee Report on Executive
Compensation." The compensation committee met twice during the fiscal year
ended June 30, 1995.

The Corporation's full Board of Directors currently acts as a nominating
committee for the annual selection of its nominees for election as directors.
While the Board of Directors will consider nominees recommended by stockholders,
it has not actively solicited recommendations from the Corporation's
stockholders for nominees nor, subject to the procedural requirements set forth
in the Corporation's Articles of Incorporation and Bylaws, are there any formal
procedures for this purpose. The Board of Directors held one meeting in its
capacity as nominating committee during fiscal year 1995.

The Corporation's finance committee is currently comprised of Directors
Fitzgerald, Krohn, Lillis, Mammel and O'Donnell (Chairman) and met four times
during the 1995 fiscal year.

The Corporation's executive committee is comprised of Directors Fitzgerald
(Chairman), Krohn, Milligan and O'Neil. This committee transacts necessary
business between Board meetings and met five times during the fiscal year ended
June 30, 1995.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Overview and Objectives

Composed exclusively of outside directors, Talton K. Anderson, Robert F.
Krohn, Carl G. Mammel and James P. O'Donnell, the Compensation Committee (the
"Committee") of the Board of Directors establishes the Corporation's and the
Bank's executive compensation policies. The Committee is responsible for
developing the Corporation's and the Bank's executive compensation policies
generally, and for implementing those policies for the Corporation's executive
officers and the Bank's senior executive officers (the Chairman of the Board and
Chief Executive Officer of the Corporation and the Bank and the President and
Chief Operating Officer of the Corporation and Bank). The Chief Executive
Officer of the Bank, under the direction and pursuant to the policies of the
Committee, implements the executive compensation policies for the remainder of
the Bank's executive officers. The Corporation established structured
compensation guidelines recommended by an outside professional consulting firm
in fiscal year 1994. These guidelines were used in fiscal year 1995 and updated
using professional surveys from the financial services industry. The results of
the study and applicable updates indicated that the Corporation's existing
compensation programs were within reasonable and appropriate guidelines.

The Committee's overall objectives in designing and administering the
specific elements of the Corporation's and the Bank's executive compensation
program are as follows:

. To align executive compensation to increases in shareholder value, as
measured by favorable long-term operating results and continued
strengthening of the Corporation's financial condition.

. To provide incentives for executive officers to work towards achieving
successful annual results as a step in achieving the Corporation's
long-term operating results and strategic objectives.

. To link, as closely as possible, executive officers' receipt of
incentive awards with the attainment of specified performance
objectives.

. To maintain a competitive mix of total executive compensation with
particular emphasis on awards directly related to increases in long-
term shareholder value.

. To attract, retain and motivate top performing executive officers in a
cost effective manner for the long-term success of the Corporation.

In furtherance of these objectives, the Corporation's executive
compensation program for fiscal year 1995 consisted of the following components.

. BASE SALARY. The Committee makes recommendations to the Board
concerning executive compensation on the basis of regional and national surveys
of salaries paid to executive officers of other savings and loan holding
companies, non-diversified banks and other financial institutions similar to the
Corporation in size, market capitalization and other characteristics. The
Committee's objective is to provide base salaries that are reasonably
competitive with the average salary paid by the Corporation's peers as
identified in such surveys. To that end, the Committee establishes a salary
"grade range" for each executive officer based on the range of salaries paid by
the Corporation's peer group, as identified in such surveys, and seeks to
provide for executive officer salaries at or near the midpoint of the range to
ensure the competitiveness of these salaries.

. EXECUTIVE INCENTIVE PLAN. The Corporation maintains an Executive
Incentive Plan which provides for annual incentive compensation based on
achieving a combination of Corporation and individual performance objectives.
Under this plan, the Committee establishes challenging corporate objectives,
such as a targeted level of annual net income, at the beginning of the fiscal
year. If the Corporation meets such objectives, an amount equal to 4.5 percent
of net income is set aside for payment to executive officers (defined for this
purpose as the Bank's Chief Executive and Chief Operating Officers, Senior and
First Vice Presidents and such other officers as are designated by the Committee
for any fiscal year) as short-term and long-term compensation. If the
Corporation meets less than a designated percentage (85.0% for fiscal year 1995)
of the performance objectives established for a fiscal year, no funds are made
available for awards under this plan for such fiscal year. If the Corporation
meets between designated percentages (between 85.0% and 120.0% for fiscal year
1995) of the specified objectives, an amount between 2.25% and 4.5% of net
income is set aside. Additionally, if the Corporation meets between 100.0% and
120.0% for fiscal year 1995 of the specified objectives, non-incentive stock
options, not to exceed 1% of outstanding shares may be issued. During fiscal
year 1995, cash compensation under the plan was limited to 50.0% of the Chief
Executive Officer's and Chief Operations Officer's salaries and 35.0% of the
remaining executive officers' salary. The remaining dollars in the pool were
allocated to long-term compensation awards in the form of restricted stock not
to exceed 50% of the Chief Executive Officer's and Chief Operating Officer's
salaries and 35.0% of the remaining executive officers' salary. The excess was
allocated to assist with key manager cash incentive plan and the balance
reverted back to the Corporation. Non-incentive stock options in the amount of
61,716 shares (.67% of outstanding shares) were awarded to executives and key
managers upon achievement of 100% of performance goals. See the Summary
Compensation Table on Page 10. Corporate performance is evaluated without
reference to non-recurring or extraordinary items affecting operating results.

The plan provides that following allocations of cash bonuses as provided
above, the Committee shall inform the Corporation's Stock Option and Incentive
Plan Committee (the "Stock Option Committee") of such allocations. Pursuant to
a policy adopted in June 1993 by the Stock Option Committee, whose members are
all outside directors, the Stock Option Committee will determine, in its
discretion, whether, to whom and in what amounts restricted stock and non-
incentive stock options will be awarded for any fiscal year. Shares of
restricted stock awarded under this policy will generally vest over five years,
assuming the individual's continued service with the Corporation or the Bank,
thus helping to retain qualified executives. Stock options granted under this
policy to date vest immediately. This policy may be amended or terminated at
any time by action of the Committee.

An individual's eligibility for receiving awards under the Executive
Incentive Plan, and the size of his or her awards, is dependent on the extent to
which he or she achieves certain individualized performance objectives
established at the beginning of the fiscal year. These objectives vary on the
basis of the individual officer's position with the Corporation and/or the Bank,
and relate both to the officer's individual performance and the Corporation's
corporate performance.

The Committee believes that this plan provides a direct link between the
value created for the Corporation's shareholders and the compensation paid to
executive officers. As previously mentioned, executive officers are not
eligible to receive any compensation under this plan for a given fiscal year
unless the Corporation's net income for that year exceeds 85% of a predetermined
goal. The distribution of awards under the plan is determined by the relative
success of individual executive officers in meeting specified performance
objectives. Fulfillment of these objectives promotes both the short- and the
long-term success of the Corporation and is in the best interests of all the
shareholders. During fiscal year 1995, the Corporation's net income exceeded
the targeted level under the plan and, as reflected in the Summary Compensation
Table on page 10, executive officers received awards in the form of cash bonuses
under this plan and shares of restricted stock and non-incentive stock options
under the policy of the Stock Option Committee described below.

. STOCK OPTION AND INCENTIVE PLAN. The Corporation maintains a Stock
Option and Incentive Plan as a means of providing key employees the opportunity
to acquire a proprietary interest in the Corporation and to align their
interests with those of the Corporation's stockholders. Under this plan,
participants are eligible to receive stock options, stock appreciation rights
("SARs") and shares of restricted stock. Awards under the plan are subject to
vesting and forfeiture as determined by the Committee. Options and SARs are
granted at the market value of the Corporation's common stock on the date of
grant. Thus, such awards acquire value only if the Corporation's stock price
increases. Restricted stock is granted at no cost. In June 1993, the Stock
Option Committee adopted a policy pursuant to which restricted stock may be
granted under the Stock Option and Incentive Plan following the allocation of
cash bonuses to executive officers under the Corporation's Executive Incentive
Plan. Pursuant to this policy, as amended in June 1994, effective as of June
30, 1995, an aggregate of 28,417 shares of restricted stock and non-incentive
stock options to purchase 29,693 shares were granted to the senior executive
officers and other executive officers of the Corporation and the Bank. The
value of such awards to the Chief Executive Officer and certain other executive
officers is reflected in the Summary Compensation Table on page 10. The
Committee believes that this plan aligns shareholder and officer's interests and
helps to retain and motivate executive officers to improve long-term shareholder
value.

Compensation of the Chief Executive Officer

The Committee determines the Chief Executive Officer's compensation on the
basis of several factors. In determining Mr. Fitzgerald's base salary for
fiscal year 1995, the Committee conducted surveys of compensation paid to chief
executive officers of similarly situated thrifts and non-diversified banks both
regionally and nationally. Mr. Fitzgerald received both short- and long-term
compensation under the Executive Incentive Compensation Program in fiscal year
1995 based on his achievement of objectives established by the Committee in the
following areas:

. Return on Average Assets

. Core Profitability

. Leadership Inside and Outside Corporation

. Capital Compliance and Regulatory Guidelines

Mr. Fitzgerald exceeded all his performance objectives in these areas
during fiscal year 1995. Accordingly, he received a cash bonus equal to 50% of
his annual salary. Pursuant to the policy of the Stock Option Committee adopted
in June 1994, effective as of June 30, 1995, Mr. Fitzgerald received 7,049
shares of restricted stock with a value of $192,085, based on the closing sales
price of the Common Stock of $27.25 at June 30, 1995, which shares vest over a
period of five years. He also received non-incentive stock options to purchase
5,903 shares of Common Stock at an exercise price of $27.31 per share. Such
options vest at the date of grant.

The Committee believes that the Corporation's executive compensation
program serves the Corporation and all of its shareholders by providing a direct
link between the interests of executive officers and those of shareholders
generally, and by helping to attract and retain qualified executive officers who
are dedicated to the long-term success of the Corporation.

COMPENSATION COMMITTEE
Talton K. Anderson
Robert F. Krohn
Carl G. Mammel
James P. O'Donnell

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by (i) the Chief Executive
Officer, and (ii) the four highest paid executive officers of the Corporation
and the Bank whose salary and bonus earned in fiscal 1995 exceeded $100,000 for
services rendered in all capacities to the Corporation and its subsidiaries.

Long-Term Compensation
Annual Compensation(1) Awards
---------------------- -----------------------------
Name and Principal Restricted Stock Options/ All Other
Position Year Salary Bonus Awards(2) SARs(2) Compensation(4)
------------------ ------------- ----------- -------- ---------------- -------- ---------------

William A. Fitzgerald 1995 $372,514 $192,500 $192,085 5,903 $ 29,801
Chairman and Chief Executive Officer 1994 330,012 165,000 163,960 -- 24,347
of the Corporation and the Bank 1993 319,332 127,728 200,130 29,749 (3) 137,700

James A. Laphen 1995 253,342 135,000 134,697 4,140 20,267
President and Chief Operating Officer 1994 200,008 100,000 99,382 -- 14,920
of the Corporation and the Bank 1993 185,007 74,000 115,946 10,864 (3) 18,468

Gary L. Matter 1995 137,795 49,280 49,159 2,159 11,024
Senior Vice President, Controller and 1994 126,939 64,992 64,578 -- 9,673
Secretary of the Corporation and the Bank 1993 117,151 29,475 73,894 1,711 (3) 10,365

Terry A. Taggart 1995 96,164 33,949 33,872 1,487 7,693
Senior Vice President of the Bank 1994 92,001 46,000 45,708 -- 7,201
1993 80,531 21,174 52,028 2,586 (3) 7,269

Gary D. White 1995 95,909 33,713 33,627 1,477 7,673
Senior Vice President of the Bank 1994 89,095 46,914 46,624 -- 6,972
1993 84,983 21,378 53,603 2,586 (3) 7,802

- --------------------
(1) Does not include certain perquisite and other personal benefits which do
not exceed the lesser of $50,000 or 10.0% of the individual's salary and
bonus.
(2) Represents awards under the policy of the Stock Option Committee adopted in
conjunction with the Corporation's Executive Incentive Plan. See "Board
Compensation Committee Report -- Overview and Objectives." Restricted
stock granted in fiscal year 1995 vests over a period of five years, at a
rate of 20.0% per year, assuming continued service with the Corporation.
As of June 30, 1995, the number and value, based on the closing sales price
of the Common Stock of $27.25 at June 30, 1995, of the unvested restricted
stock holdings for Messrs. Fitzgerald, Laphen, Matter, Taggart, and White,
were 17,969 shares (value of $489,655), 11,420 shares (value of $311,195),
5,974 shares (value $162,792), 4,187 shares (value of $114,096) and 4,252
shares (value of $115,867), respectively. Dividends are payable on these
shares if and to the extent paid on the Corporation's common stock
generally. Upon a change in control of the Corporation, all restrictions
on the restricted stock immediately lapse. Non-incentive stock options
granted in fiscal year 1995 vest immediately and are exercisable within 10
years of June 30, 1995.
(3) In 1990 and 1991, shares of restricted stock were granted to 14 officers of
the Bank under the Corporation's Stock Option and Incentive Plan. In
anticipation of the vesting of such shares, in August 1992, the Corporation
authorized the issuance of SARs to such officers in exchange for their
forfeiture of approximately one-third of the shares of restricted stock
then scheduled to vest. The purpose of the transaction was to provide a
means by which officers could pay federal and state income taxes associated
with such vesting. The SARs, which matured on the date that the shares of
restricted stock vested, entitled officers to the difference between $.01
and the average of the closing bid and asked price of the Corporation's
common stock on the date of maturity, which approximated the equivalent of
the value of such restricted stock.
(4) Includes net contributions to the Bank's 401(k) Plan on behalf of each of
the named executive officers to match elective deferral contributions made
by each to such plan and amounts paid under the Bank's Supplemental
Retirement Plan. Matching contributions under the Bank's 401(k) Plan
amounted to $9,240, $10,480, $8,272, $7,577, and $5,746 while the employer
matching contributions, under the Supplemental Retirement Plan benefits,
were $20,561, $9,787, $2,752, $116 and $1,927 for Messrs. Fitzgerald,
Laphen, Matter, Taggart, and White, respectively. The executive officers
listed in the above table are participants in the Corporation's Survivor
Income Plan, under which the Corporation is obligated, upon an officer's
death, to pay a certain percentage of the officer's salary to the officer's
spouse. Benefits under this Plan are not reasonably calculable and
accordingly have not been included.

OPTION/SAR GRANTS TABLE

The following table contains information concerning the grant of stock
options under the Corporation's Stock Option and Incentive Plan to the Chief
Executive Officer and each of the other executive officers named in the Summary
Compensation Table above during the fiscal year ended June 30, 1995. All stock
options referred to in the following table are immediately exercisable at the
date of grant.

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term
---------------------------------------------- -----------------------
% of Total
Options/SARs
Options/ Granted to Exercise
SARs Employees in or Base Expiration
Name Granted Fiscal Year Price Date 5% 10%
- ---- -------- ------------ ------------ ---------- -------- --------

William A. Fitzgerald 5,903 9.60% $27.31 6/30/05 $101,414 $256,958
James A. Laphen 4,140 6.74 27.31 6/30/05 71,125 180,214
Gary L. Matter 2,159 3.51 27.31 6/30/05 37,092 93,981
Terry A. Taggart 1,487 2.42 27.31 6/30/05 25,547 64,729
Gary D. White 1,477 2.40 27.31 6/30/05 25,375 64,294

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE

The following table sets forth information concerning the exercise of
options and SARs by the Chief Executive Officer and the other named executive
officers during the last fiscal year, as well as the value of such options and
SARs held by such persons at the end of the fiscal year.

Number of Value of
Unexercised Unexercised
Options/SARs In-the-Money
at Fiscal Options/SARs at
Year-End Fiscal Year-End
Shares Acquired Value (Exercisable/ (Exercisable
Name on Exercise Realized Unexercisable) Unexercisable) (1)
- ---- --------------- -------- -------------- ------------------

William A. Fitzgerald 9,650 $141,513 117,839 $2,359,926
James A. Laphen 1,500 22,688 27,140 488,750
Gary L. Matter -- -- 4,769 58,073
Terry A. Taggart -- -- 10,673 197,238
Gary D. White 632 10,389 15,279 290,712

- --------------------
(1) Based on the closing sales price of the Common Stock as reported on the
Nasdaq National Market (the market on which the Common Stock was traded
prior to its listing on the New York Stock Exchange on August 2, 1995) on
June 30, 1995, which was $27.25.

EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS

Set forth below is a discussion of certain employment and change in control
agreements entered into between the Corporation and the Bank and those executive
officers listed in the Summary Compensation Table on page __.

The agreement with William A. Fitzgerald, which became effective on June 8,
1995, provides for Mr. Fitzgerald's employment as Chairman of the Board and
Chief Executive Officer of the Corporation and the Bank for a term of three
years. The Boards of Directors of the Corporation and the Bank shall review the
agreement annually to consider extending the agreement for an additional one-
year period beyond the then effective expiration date. Pursuant to the
agreement, Mr. Fitzgerald receives an annual salary and bonus determined by
agreement with the Board of Directors, but in no event less than the rate of
compensation Mr. Fitzgerald received on June 8, 1995. The base compensation
following his election as Chairman of the Board of Directors was $385,000. The
contract provides for termination for cause or in certain events specified by
regulatory authorities. The contract is also terminable by the Bank without
cause wherein Mr. Fitzgerald would be entitled to receive all compensation and
benefits through the effective date of termination, plus a severance payment
equal to 36 months' base salary. Mr. Fitzgerald shall be entitled to the same
benefits and severance in the event he becomes disabled while the agreement is
in effect. In the event Mr. Fitzgerald dies while the agreement is in effect,
his heirs shall receive a severance payment equal to 12 months' base salary.
The agreement provides, among other things, for Mr. Fitzgerald's participation
in an equitable manner in all benefits available to executive officers of the
Corporation and the Bank, including (i) short-term and long-term incentive
compensation and deferred compensation; (ii) health, disability, life insurance,
retirement and vacation benefits; and (iii) any benefits available under
perquisite programs.

The Corporation and the Bank have also entered into change in control
agreements with Messrs. Fitzgerald, Laphen, Matter, Taggart and White. Under
these agreements, in the event of the executive's involuntary termination of
employment in anticipation of, or after, a change in control of the Corporation
or the Bank, other than for "cause," the executive will be paid in equal monthly
installments, the base salary and all commissions and bonuses (including short-
and long-term incentive compensation awards and stock options granted under the
Corporation's executive incentive plan) in effect at the time of termination for
a period of 35.88 months. During this period, the executive shall also continue
to participate in any health, disability, life insurance and perquisite plans of
any successor corporation in which he was entitled to participate with the
Corporation prior to the change in control. All benefits and payments under the
agreements shall be reduced, if necessary, to the largest aggregate amount that
will result in no portion thereof being subject to federal excise tax or being
nondeductible to the Corporation and the Bank for federal income tax purposes,
Messrs. Matter, Taggart and White's severance shall be reduced by amounts
received by the executive as a result of alternative employment obtained during
the period in which salary, commissions and bonuses are payable under the change
in control agreements. Further, Mr. Fitzgerald's severance payments under his
change in control agreement shall be reduced by the amount of severance received
under his employment agreement.

A "change in control" shall be deemed to have occurred under these
agreements in each of the following events: (i) at any time a majority of the
directors of the Corporation or the Bank are not the persons for whom election
proxies have been solicited by the Boards of Directors of the Corporation and
the Bank, or persons then serving as directors appointed by such Boards, except
where such appointments are necessitated by removal of directors; (ii) at any
time 49% or more of the outstanding stock of the Corporation or the Bank is
acquired or beneficially owned by any person or entity (excluding the
Corporation, the Bank or the executive) or any combination of persons or
entities acting in concert; or (iii) at any time the shareholders of the
Corporation or the Bank approve an agreement to merge or consolidate the
Corporation or the Bank with or into another corporation, or to sell or
otherwise dispose of all, or substantially all, of the assets of the Corporation
or the Bank. The executive shall also be entitled to receive such payment in
the event of a "constructive involuntary termination," which under the terms of
the agreements shall be deemed to have occurred if, in anticipation of or
following a change in control, (i) the agreement or the executive's employment
is terminated, (ii) the executive's compensation is reduced,

responsibilities diminished or job title lowered, (iii) the level of the
executive's participation in incentive compensation is reduced or eliminated,
(iv) the executive's benefit coverage or perquisites are reduced or eliminated,
except to the extent such reduction or elimination applies to all other
employees, or (v) the executive's office location is changed to a location more
than 50 miles from the location of the executive's officer at the time of the
change in control.

DIRECTORS' COMPENSATION

Directors receive $1,000 per month for service on the Board of the
Corporation and $1,000 per month plus $750 per meeting attended for service on
the Board of the Bank, with the exception of William A. Fitzgerald, who does not
receive director's compensation. Board members receiving remuneration are paid
their retainer fees one-half in cash and one-half in Common Stock. Fees for
members of the committees of the Corporation and the Bank are paid at the rate
of $750 per committee meeting attended. The chairman of the Audit Committee,
Compensation and Stock Option Committee, and the Finance Committee each receive
an additional $2,000 per year.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Bank offers first and second mortgage, refinance, equity and various
consumer loans to its directors, officers and employees. Loans to executive
officers and directors are made in the ordinary course of business on
substantially the same terms and collateral, except for interest rates and loan
fees charged, as those of comparable transactions prevailing at the time and do
not involve more than the normal risk of collectibility or present other
unfavorable features.

COMPARATIVE STOCK PERFORMANCE GRAPH

The graph set forth below compares the cumulative total shareholder return
on the Common Stock over the last five years with the cumulative total return on
the S&P 500 Index and an index comprised of the top 50 publicly traded thrifts
in the United States based on total asset size over the same period. Cumulative
total return on the stock or the index equals the total increase in value since
June 30, 1990, assuming reinvestment of all dividends paid into the stock or the
index, respectively. The graph was prepared assuming that $100 was invested on
June 30, 1990, in the Common Stock and in the respective indices.

June 30, 1990 through June 30, 1995

[GRAPH APPEARS HERE]

Cumulative Total Return
----------------------------------
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----

Commercial Federal Corp. 100 173 386 955 855 991
Peer Group 100 107 122 138 140 177
S & P 500 100 78 86 88 92 107

CAI SOLICITATION

On September 7, 1995, CAI Corporation ("CAI"), located at 12770 Coit Road,
Suite 902, Dallas, Texas 75251, delivered a notice to James A. Laphen, President
and Chief Operating Officer of the Corporation, of CAI's intent to nominate two
of its own officers, Mr. Steven M. Ellis and Mr. Robin R. Glackin, for election
as directors of the Corporation at the Meeting (in place of two of the three
nominees proposed by the Board of Directors of the Corporation). CAI also
submitted a stockholder resolution for consideration at the Meeting as set forth
herein under "Proposal 3 - CAI Resolution." CAI has subsequently filed
preliminary proxy material with the Securities and Exchange Commission relating
to its nominees and proposed resolution and has indicated that it intends to
solicit proxies from stockholders of the Corporation with respect to such
matters. The Corporation is in the process of reviewing CAI's notice to
determine whether CAI has complied with the Corporation's bylaws relating to
director nominees and stockholder business.

Stockholders wishing to vote on the CAI resolution will be afforded an
opportunity to do so on the White Proxy Card being distributed by the
Corporation and enclosed herewith.

YOUR BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE THEIR PREFERENCES ON THE
CORPORATION'S WHITE PROXY CARD AND TO DISCARD ALL BLUE PROXY CARDS BEING
DISTRIBUTED BY CAI.

THE BOARD URGES YOU TO SUPPORT ITS CONTINUING EFFORTS TO MAXIMIZE
STOCKHOLDER VALUE FOR ALL STOCKHOLDERS OF THE CORPORATION BY VOTING FOR THE
BOARD'S NOMINEES ON THE WHITE PROXY CARD.

BACKGROUND TO THE CAI SOLICITATION

CAI's investment in the Corporation dates back to the early 1990s, when CAI
purchased from El Paso Electric Corporation 600,000 shares of Variable Rate
Series A Preferred Stock of Commercial Federal Savings and Loan Association, the
predecessor of the Bank for $1,000. These securities were subsequently
exchanged for a promissory note and warrants to purchase shares of Common Stock
of the Corporation. The promissory note was later repaid and CAI exercised the
warrants for the bulk of its current investment in the Corporation.

CAI has profited enormously by investing in Commercial Federal Corporation.
CAI's initial investment of $1,000 has returned cash proceeds to CAI (in the
form of interest and principal repayment) of $17,364,000 and CAI's $2,847,000
investment in the Corporation's Common Stock now is worth approximately
$44,687,500 based on the closing price for the Corporation's shares of $35.75 on
September 22, 1995. It is obvious to us that CAI may see now as a good time for
CAI to cash in on all or a portion of its investment. This does not mean that
it is a good time for all of the Corporation's stockholders to liquidate their
investment in the Corporation. The Corporation has delivered stellar
stockholder returns over the past year and strongly believes that it is in a
position to continue to do so in the future. Your Board remains open to all
opportunities for achieving the best value for the Corporation and all of its
stockholders and will continue to manage the Corporation in the best interests
of all of such stockholders.

This is not the first time CAI has approached your Board with such a
proposal. On June 14, 1993, CAI submitted a stockholder proposal for inclusion
in the Corporation's proxy materials for its 1993 Annual Meeting of Stockholders
requesting, among other things, that the Corporation's Board seek and consider
bids for a sale of the Corporation. At the time CAI submitted its proposal, the
Corporation's options for seeking an attractive sale or merger transaction were
limited. The Corporation hired Merrill Lynch & Co., who correctly advised the
Corporation at such time that CAI's proposal made no sense for the Corporation
and its stockholders and on October 1, 1993, CAI withdrew its proposal and
entered into an agreement with the Corporation granting CAI certain rights to
meet with the Corporation's Board of Directors. On June 22, 1993, the
Corporation's shares were trading at $22.75 per share. Since that time, the
Corporation's stock has risen approximately 57%, to $35.75 at September 22,
1995. It is clear that CAI did not know what was best for the Corporation and
its stockholders in 1993 and they do not know what it best today.

CAI is motivated by self interest and have nothing new or productive to add
to the mix of boardroom deliberations. The Corporation's board of directors has
been meeting with representatives of CAI on a regular basis since 1993. These
meetings have proven to be unsatisfactory and unproductive and CAI failed to
offer any suggestions for improving stockholder value other than to urge the
forced sale or merger of the Corporation.

In August of 1995, after the Board received a request by CAI to include two
nominees selected by CAI among the slate of three persons to be nominated by the
Board for election as directors of CFC at the 1995 Annual Meeting of
Stockholders, your Board attempted to avoid a costly and disruptive proxy fight
by granting CAI a seat on the Board. In a spirit of conciliation, your Board
offered to increase the size of the Board by one seat and permit CAI to nominate
one person for inclusion on a slate of four persons or to designate two persons
selected by CAI to fill nonvoting advisory positions on the Board. CAI rejected
both proposals as unacceptable and has instead embarked upon a costly and
distracting proxy fight with its own self-serving agenda.

Your Board regrets CAI's decision. CAI's determination to proceed with its
hostile proxy solicitation is both selfish, divisive. In direct contrast to
CAI, your Board is dedicated to maximizing value for all stockholders as any
review of the Corporation's performance will clearly and conclusively
demonstrate. The Corporation is well poised to continue to deliver exceptional
stockholder value and, as illustrated by the Board's own resolution set forth
under "Proposal 2 - CFC Resolution", the Board is committed to considering all
options available to the Corporation for enhancing stockholder value, including
through potential merger, acquisition and/or other business combination
transactions.

Your Board does not believe it is in the Corporation's best interest to
hang out a "for sale" sign or to place the strategic future of the Corporation
in the hands of representatives of CAI, who have already proven themselves to be
wrong in the past about what is in the Corporation's best strategic interests
and who have their own self-serving, personal agenda to pursue.

Your Board has served your interests well. We ask for your continued
loyalty.

PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS BY SIGNING, DATING AND
MAILING THE ENCLOSED WHITE PROXY CARD.

PROPOSAL 2 - PROPOSAL OF THE BOARD OF DIRECTORS

On September 7, 1995, the Corporation received notification that one of its
stockholders, CAI Corporation, intended to solicit proxies from stockholders of
the Corporation to adopt a resolution recommending that the Board of Directors
(i) retain a leading investment bank firm to solicit offers to acquire the
Corporation and (ii) establish a committee of non-management directors to
recommend to the full Board approval of the best available offer to acquire the
Corporation.

Your Board is committed to maximizing stockholder value. Accordingly, the
Board has determined to present its own resolution to clearly demonstrate the
Board's commitment to achieving the best value for the Corporation and all its
stockholders. As such, your Board unanimously recommends that stockholders vote
"FOR" the following resolution:

RESOLVED, that the stockholders of Commercial Federal Corporation
("CFC") hereby recommend that the Board of Directors of CFC continue, with
the assistance of CFC's independent financial advisor, Merrill Lynch & Co.,
the Board's active and ongoing evaluation of the strategic alternatives
available to

CFC through continued reviews, and that the Board remain open to all
options available to CFC for maximizing value for CFC and its stockholders,
including through possible merger, acquisition and/or other business
combination transactions.

The Board believes, at present, that stockholder value will be maximized
through the Board's continued adherence to the Corporation's strategic business
plan, while the Board continues to and will remain open to all options for
maximizing stockholder value, including through possible merger, acquisition
and/or other business combination transactions. Your Board has served your
interests well over these past several years. You are urged to consider the
Corporation's record of success. The clearest example is demonstrated by total
returns to stockholders through stock price appreciation which has been a
stellar 12 fold increase since __________. Your Board and management are
totally committed to realizing full value for all of our stockholders by
remaining open to all options for achieving such value.

Regardless of whether this proposal is adopted, the Board intends to
continue to fulfill its responsibilities to you, our stockholders, by acting in
your best interests. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 2.

PROPOSAL 3 - STOCKHOLDER PROPOSAL

CAI Corporation, 12770 Coit Road, Suite 902, Dallas, Texas 75251, owners of
1,250,100 shares of Common Stock, has submitted the following proposal:

RESOLVED, that the stockholders of Commercial Federal Corporation
("CFC"), believing that the value of their investment in CFC can be
maximized through a sale or merger of CFC to or with an unaffiliated party,
hereby request that the Board of Directors of CFC promptly proceed to
effect such a sale or merger by (i) retaining a leading investment banking
firm to solicit offers to acquire CFC, and (ii) establishing a committee of
independent non-management directors to recommend to the full Board for
approval of the best available offer to acquire CFC that is fair to, and in
the best interests of, the stockholders of CFC; provided, however, that
such committee shall be comprised of no more than five persons and that any
person nominated for election to the Board by CAI Corporation and so
elected shall be appointed as members of such committee.

CAI acknowledges that even if the resolution is approved by a majority of
the shares of Common Stock represented at the Meeting, its resolution will not
be binding on the CFC Board. Regardless of whether this proposal is adopted, as
indicated under "Proposal 2," it is your Board's intention to continue to manage
the affairs of the Corporation in the best interests of all of its stockholders.
It is the Board's intention not to establish a committee of the type proposed by
CAI but rather to continue the involvement of the entire Board, which is
composed of a majority of independent and distinguished directors, in setting
the strategic direction of the Corporation and in determining the best course of
action for achieving maximum stockholder value over the near and longer term.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "AGAINST"
PROPOSAL 3.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Corporation's executive office at
2120 South 72nd Street, Omaha, Nebraska 68124, no later than June __, 1996. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended.

INDEPENDENT AUDITORS

Deloitte & Touche LLP were the Corporation's independent auditors for the
1995 fiscal year. The Board of Directors presently has renewed the
Corporation's arrangements with Deloitte & Touche LLP to be its auditors for the
1996 fiscal year. Representatives of Deloitte & Touche LLP are expected to be
present at the Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if they so desire.

BENEFICIAL OWNERSHIP REPORTS

Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, the Corporation's officers, directors and persons who own more
than 10 percent of the outstanding Common Stock ("Insiders") are required to
file reports detailing their ownership and changes of ownership in such Common
Stock, and to furnish the Corporation with copies of all such reports. Based
solely on its review of the copies of such reports received during the past
fiscal year or with respect to the last fiscal year, management believes that
during the fiscal year ended June 30, 1995, all of the Corporation's Insiders
complied with these reporting requirements.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Corporation may solicit proxies
personally or by telegraph, telephone or other electronic means without
additional compensation. The Corporation has retained D.F. King & Co., Inc., a
professional proxy solicitation firm, to assist in the solicitation of proxies
by mail, personally or by telephone or other means of communication, for a fee
estimated at $_____ plus expenses. It is anticipated that approximately 75
persons will be used by D.F. King & Co., Inc. in its solicitation efforts.
Total expenditures for the solicitation of proxies (including fees of attorneys,
accountants, public relations or financial advisors, solicitors, printing,
transportation and other costs incidental to the solicitation) are estimated to
be $_____, and total cash expenditures to date have been approximately $_____.

ADDITIONAL INFORMATION

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
as determined by a majority of the Board of Directors.

The Corporation's 1995 Annual Report to Stockholders ("Annual Report"),
including financial statements, is being mailed to all stockholders of record as
of the close of business on October ___, 1995. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Corporation. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been incorporated herein by
reference.

FORM 10-K

A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30,
1995 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
SECRETARY, COMMERCIAL FEDERAL CORPORATION, 2120 SOUTH 72ND STREET, OMAHA,
NEBRASKA 68124.

BY ORDER OF THE BOARD OF DIRECTORS

GARY L. MATTER
SECRETARY
Omaha, Nebraska
October __, 1995

IMPORTANT

Your vote is important. Regardless of the number of shares of Commercial
Federal common stock you own, please vote as recommended by your Board of
Directors by taking these two simple steps:

1. PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED WHITE PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

2. DO NOT RETURN ANY BLUE PROXY CARDS SENT TO YOU BY CAI.

IF YOU VOTED CAI'S BLUE PROXY CARD BEFORE RECEIVING YOUR COMMERCIAL FEDERAL
WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS
WILL CANCEL YOUR EARLIER VOTE SINCE ONLY YOUR LATEST DATED PROXY CARD WILL
COUNT AT THE ANNUAL MEETING.

If you own your shares in the name of a brokerage firm, only your broker
can vote your shares on your behalf and only after receiving your specific
instructions. Please call your broker and instruct him/her to execute a
Commercial Federal WHITE card on your behalf. You should also promptly mark,
sign, date and mail your WHITE card when you receive it from your broker.
Please do so for each separate account you maintain.

You should return your WHITE proxy card at once to ensure that your vote is
counted. This will not prevent you from voting in person at the meeting should
you attend.

IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL:

D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NY 10005
(212) 269-5550 (COLLECT)
OR
CALL TOLL FREE (800) 714-3310

SCHEDULE A

INFORMATION CONCERNING THE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

The following table sets forth the name and the present principal
occupation or employment (except with respect to the directors, whose principal
occupation is set forth in the Proxy Statement), and the name, principal
business and address of any corporation or other organization in which such
employment is carried on, of the directors and certain executive officers of the
Corporation and/or the Bank who may assist in soliciting proxies from the
Corporation's shareholders. Unless otherwise indicated below, the principal
business address of each such person is 2120 South 72nd Street, Omaha, Nebraska
68124 and such person is an employee of the Company or the Bank, Directors are
indicated with an asterisk.

Name and Principal Present Office or Other Principal
Business Address Occupation or Employment
------------------ ------------------------------

William A. Fitzgerald *

Sharon G. Marvin *
NP Dodge Company
13915 Gold Circle
Omaha, NE 68144

Michael T. O'Neil *
409 The Doctors Bldg.
Omaha, NE 68131

Charles M. Lillis *
US West Media Group
7800 East Orchard Road
Englewood, CO 80111

Robert S. Milligan *
MI Industries
6200 N. 56th St.
P.O. Box 29345
Lincoln, NE 68529

Talton K. Anderson *
Baxter Chrysler Plymouth Jaguar
11910 W. Dodge Road
Omaha, NE 68154

Name and Principal Present Office or Other Principal
Business Address Occupation or Employment
------------------ ------------------------------

Carl G. Mammel *
Mammel & Associates
8805 Indian Hills Drive - Suite 375
Omaha, NE 68114

James P. O'Donnell *
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001

James A. Laphen President and Chief Operating Officer and
Chief Financial Officer of the Corporation
and the Bank

Gary L. Matter Senior Vice President, Controller and
Secretary of the Corporation and the Bank

Joy J. Narzisi Treasurer of the Corporation and Senior Vice
President, Assistant Secretary and Treasurer
of the Bank

Margaret E. Ash Senior Vice President and Assistant Secretary
of the Bank

Stan R. Blakey Vice President of the Bank

SCHEDULE B

SHARES HELD BY DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
AND CERTAIN TRANSACTIONS IN THE SECURITIES OF
COMMERCIAL FEDERAL CORPORATION WITHIN THE PAST TWO YEARS

The shares of Common Stock held by the Corporation's directors are set
forth in the Proxy Statement. The following executive officers of the
Corporation and/or the Bank own the following shares:

Name of Shares of Common Stock
Beneficial Owner Beneficially Owned
---------------- ----------------------

James A. Laphen
Gary L. Matter
Joy J. Narzisi
Margaret E. Ash
Stan R. Blakey

The following table sets forth information with respect to all purchases
and sales of shares of Common Stock of the Corporation by the directors and
certain executive officers of the Corporation and/or the Bank during the past
two years.

WILLIAM A. FITZGERALD