COMMERCIAL FEDERAL CORPORATION
(Name of Registrant as Specified In Its Charter)
CAI CORPORATION
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
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.
TITLE OF EACH
CLASS OF PROPOSED
SECURITIES AGGREGATE NUMBER MAXIMUM
TO WHICH OF SECURITIES TO PRICE AGGREGATE AMOUNT
TRANSACTION WHICH TRANSACTION PER VALUE OF OF FILING
APPLIES APPLIES SHARE TRANSACTION FEE
_____________ _________________ _____ ___________ _________
[ X ] 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:
$500 Fee Paid on September 14, 1995
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
(3) Filing Party:
Same as above
(4) Date Filed:
September 14, 1995
SOLICITATION OF PROXIES BY CAI CORPORATION
IN OPPOSITION TO THE BOARD OF
DIRECTORS OF COMMERCIAL
FEDERAL CORPORATION
October __, 1995
Dear Stockholder:
Enclosed is proxy material furnished by CAI Corporation
regarding your investment in Commercial Federal Corporation (the
"Company"). The enclosed proxy material was previously sent by CAI
Corporation to beneficial holders of the Company's common stock as
of September 29, 1995. The shares which your broker or bank is
holding in your account can only be voted by ADP Proxy Services
acting on behalf of your broker or bank. ADP has requested that we
make this second mailing in order to avoid possible complications
in ADP's tallying of the vote. We apologize for any inconvenience
or confusion which may have caused if you are receiving this
material for a second time.
If you have previously executed and returned CAI
Corporation's BLUE PROXY CARD, we thank you and ask that you also
send in the duplicate enclosed BLUE PROXY CARD in order to assure
that your shares are voted in accordance with your wishes. If you
have not yet voted on the BLUE PROXY CARD, we urge you to do so
today.
If you have any questions or need assistance in voting
your shares, please contact:
GEORGESON & COMPANY INC
TOLL-FREE
1-800-223-2064
We thank you for your support.
CAI CORPORATION
October 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Commercial Federal Corporation
Gentlemen:
On behalf of CAI Corporation, a Delaware
corporation ("CAI"), in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders
of Commercial Federal Corporation, a Nebraska corporation
(the "Company") scheduled to be held on November 21,
1995, enclosed for filing pursuant to Rule 14a-6(b)
promulgated under the Securities Exchange Act of 1934, as
amended, are copies of the attached definitive soliciting
material.
A fee of $500 has previously been paid pursuant
to Rule 14a-6(i)(3).
Comments of the Staff and any questions
relating to the enclosed materials should be communicated
by telephone to the undersigned at (212) 735-2398 or Fred
B. White III at (212) 735-2144.
Very truly yours,
Jonathan D. Bisgaier
Enclosures
cc: New York Stock Exchange
Peggy Fisher, Esq.
Max Webb, Esq.
