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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMERCIAL FEDERAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEBRASKA 47-0658852
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
2120 SOUTH 72ND STREET, OMAHA, NEBRASKA 68124
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(Address of principle executive offices) (zip code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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____% Subordinated Extendable New York Stock Exchange
Notes Due 2006
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(TITLE OF CLASS)
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description
of Notes" in Amendment No. 1 to the Company's Registration
Statement on Form S-3 (Registration No. 333-01831), filed with
the Securities and Exchange Commission on November 15, 1996, is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Articles of Incorporation of Commercial Federal
Corporation (incorporated by reference to the Company's
Registration Statement on Form S-4 (File No. 33-60589))
2. Bylaws of Commercial Federal Corporation, as amended and
restated (incorporated by reference to the Company's
Registration Statement on Form S-4 (File No. 33-60589))
3. Shareholder Rights Agreement between Commercial Federal
Corporation and Manufacturers Hanover Trust Company
(incorporated by reference to the Company's Current
Report on Form 8-K, dated January 9, 1989)
4. Form of Certificate of Common Stock of Commercial Federal
Corporation (incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 33-00330))
5. Form of Indenture between Harris Trust and Savings Bank,
as trustee and Commercial Federal Corporation
(incorporated by referenced to Amendment No. 1 to the
Company's Registration Statement on Form S-3
(Registration No. 333-01831))
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
COMMERCIAL FEDERAL CORPORATION
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(Registrant)
Date: November 22, 1996 By: /s/ James A. Laphen
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James A. Laphen
President, Chief Operating
Officer and Chief Financial
Officer
