COMMERCIAL FEDERAL CORP
DEFA14A, 1995-11-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                          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:

    [ ]  Preliminary Proxy Statement       [ ]  Confidential, for Use of
    [ ]  Definitive Proxy Statement             the Commission Only
    [X]  Definitive Additional Materials
    [ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       COMMERCIAL FEDERAL CORPORATION
    ...........................................................................
              (Name of Registrant as Specified in Its Charter)

                                     N/A
    ...........................................................................
    (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), or
         14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
    [ ]  $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:

         2)   Aggregate number of securities to which transaction
              applies:

         3)   Per unit price or other underlying value of transaction
              computed pursuant to Exchange Act Rule 0-11:  

         4)   Proposed maximum aggregate value of transaction:

         5)   Total fee paid:     

    [ ]  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:

         2)   Form, Schedule or Registration Statement No.:

         3)   Filing Party:

         4)   Date Filed:<PAGE>



                     [Letterhead of Commercial Federal Bank]


         November 9, 1995


         TO:       All Employees

         FROM:     William A. Fitzgerald

         RE:       November 21 Annual Meeting



         Our annual meeting is fast approaching, and I wanted to provide
         everyone with a simple reminder as to the proper procedures for
         voting their stock.  Remember, no matter how many shares you
         own, your vote is important.  If you don't return your card,
         your shares will not be voted, so please act today.

         To support your Board, the rules are simple.  Please follow
         without exception these two simple steps:

         1.   PLEASE MARK, SIGN AND MAIL YOUR WHITE COMMERCIAL FEDERAL
              PROXY AND VOTING INSTRUCTION CARD (FOR PLAN PARTICIPANTS)
              IN THE ENVELOPE PROVIDED.  DO SO FOR EACH ACCOUNT YOU
              MAINTAIN.

         2.   DO NOT RETURN ANY BLUE PROXY CARDS SENT TO YOU BY CAI, NOT
              EVEN AS A VOTE OR PROTEST.

                   IF YOU RETURN A CAI BLUE CARD, EVEN IF YOU VOTE TO
                   "WITHHOLD AUTHORITY," IT WILL CANCEL ANY PREVIOUSLY
                   EXECUTED WHITE CARD.  IN A PROXY CONTEST ONLY THE
                   LATEST DATED CARD WILL COUNT.  TO SUPPORT YOUR BOARD,
                   IMMEDIATELY DISCARD ANY BLUE CARDS YOU RECEIVE.

         If you own 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.

         Your vote is important, regardless of the number of shares
         owned.  Please vote today and thanks for your help.

         If you have any questions or require assistance in voting your
         shares, please call Stan Blakey at extension 1253.

              Corporate Headquarters
              P.O. Box 1103
              2120 South 72nd Street
              Omaha, Nebraska  68101
              (402) 554-9200
              A Federal Savings Bank


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