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 the
       [ ]  Definitive Proxy Statement           Commission Only
       [ ]  Definitive Additional Materials
       [X]  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 com-
                puted pursuant to Exchange Act Rule 0-11:  

            4)   Proposed maximum aggregate value of transaction:

            5)   Total fee paid: 

       [ ]  Fee paid previously with preliminary materials.
       [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 registra-
            tion statement number, or the Form or Schedule and the date of its
            filing.

            1)   Amount Previously Paid:
                        $500

            2)   Form, Schedule or Registration Statement No.:
                        Schedule 14A





            3)   Filing Party:
                      Commercial Federal Corporation

            4)   Date Filed:
                      September 29, 1995





                  [Letterhead of Commercial Federal Corporation]



         Dear Fellow Stockholder:

                   I am pleased to report that on October 4, 1995, the
         Board of Directors of Commercial Federal Corporation
         established a policy of paying a regular quarterly cash
         dividend, and declared an initial quarterly dividend in the
         amount of $.10 per share on its common stock.  We've looked
         forward to this announcement for some time, and our first
         dividend will be payable on October 31, 1995, to stockholders
         of record on October 16, 1995.

                   Implementation of Commercial Federal's dividend
         policy--an integral part of our long-term plan--is further
         evidence of your Company's substantial accomplishments on
         behalf of our stockholders.  Stockholder value has been growing
         at an impressive rate and the Company's recent accomplishments
         have translated into a significant 170% rise in our stock price
         since September 25, 1992.  And, fiscal year 1995 was a record
         year for your Company and we look to the future with optimism.

                                     CAUTION

                   There is another important development of which you
         should be aware.  A dissident stockholder, CAI Corporation, has
         commenced a proxy contest in connection with this year's annual
         meeting and you may soon be receiving CAI's proxy materials.
         CAI Corporation wants to elect two of its own nominees to your
         Board of Directors in place of two of the three highly
         qualified nominees proposed by your Board.  CAI will also be
         seeking your support for its nonbinding stockholder proposal.
         Our proxy materials will be sent to you shortly.  Until then,
         we caution you not to sign any proxy card which this dissident
         group may send to you.

                   Your Board of Directors deeply regrets that CAI
         Corporation has started a proxy contest.  We assure you that
         your Board will continue to remain open to all options
         available for maximizing stockholder value and will manage your
         Company's affairs in the best interests of all its
         stockholders.  In light of the proxy contest, your vote will be
         extremely important, regardless of the number of shares you
         own.  We again urge you not to sign any proxy you may receive
         from the opposition group.  We will keep you informed of all
         significant developments.

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

                                       Sincerely,

                                       /s/William A. Fitzgerald

                                       William A. Fitzgerald
                                       Chairman of the Board
                                         and Chief Executive Officer

         If you have any questions or need assistance, please call D.F.
         King & Co., Inc., which is assisting us in this matter, at 1-
         800-714-3310





                          CERTAIN INFORMATION CONCERNING
                        PARTICIPANTS IN PROXY SOLICITATION

                   The following information concerning the identities
         of the "participants" (as defined in Instruction 3 of Item 4 of
         Schedule 14A promulgated by the Securities and Exchange
         Commission (the "Commission") in the proxy solicitation of
         Commercial Federal Corporation ("CFC") referred to below and
         the interests of such participants is furnished pursuant to
         Rule 14a-11(b)(2) promulgated by the Commission.

                   CFC will be soliciting proxies for its Annual Meeting
         of Stockholders to be held on November 21, 1995 in support of
         the election of three nominees named below as directors, in
         favor of a proposal of the Board of Directors of CFC, and
         against a stockholder proposal.

                   The CFC nominees, their current positions at CFC and
         the approximate number of shares of common stock, par value
         $.01 per share ("Shares"), of CFC beneficially owned thereby as
         of the date hereof are William A. Fitzgerald (Chairman of the
         Board and Chief Executive Officer; 280,881 Shares), Sharon G.
         Marvin (Director; 16,392 Shares) and Michael T. O'Neil
         (Director; 13,912 Shares).  In addition to CFC and its
         nominees, the following directors and executive officers of CFC
         may be deemed participants in the solicitation of proxies:
         Talton K. Anderson (Director; 17,562 Shares), Robert F. Krohn
         (Director; 84,284 Shares), Charles M. Lillis (Director; 4,459
         Shares), Carl G. Mammel (Director; 52,062 Shares), Robert S.
         Milligan (Director; 5,275 Shares), James P. O'Donnell
         (Director; 2,789 Shares), James A. Laphen (President and Chief
         Operating Officer and Chief Financial Officer; 74,513 Shares),
         Gary L. Matter (Senior Vice President, Controller and
         Secretary; 17,269 Shares), Joy J. Narzisi (Treasurer; 17,942
         Shares), Margaret E. Ash (Senior Vice President and Assistant
         Secretary of Commercial Federal Bank (the "Bank"), a wholly
         owned subsidiary of CFC; 17,699 Shares), Stan R. Blakey (Vice
         President of the Bank; 1,401 Shares), Kevin C. Parks (First
         Vice President of the Bank; 3,422 Shares) and Thomas N. Perkins
         (First Vice President of the Bank; 8,943 Shares).