SCHEDULE 14A INFORMATION

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

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                       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)

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                  [Letterhead of Commercial Federal Corporation]


                                            November 6, 1995


         Dear Fellow Stockholder:

                   I am writing to express my deep concern over CAI
         Corporation's recent conduct.  CAI has distorted the facts in
         an attempt to mislead our stockholders and garner support for
         CAI's unqualified and unprofessional nominees.  We urge you not
         to be misled. 

                   Quite simply, CAI's actions are not in the best
         interest of Commercial Federal and its stockholders, and CAI's
         nominees are not worthy of your support.  The very ineptitude
         with which CAI has set forth its rationale for electing its
         nominees -- namely by invoking analyses of Keefe Bruyette &
         Woods, Inc. -- clearly demonstrates that CAI is not qualified
         to serve on your Company's Board.  The fact is that Keefe
         Bruyette & Woods has indicated that it is NOT voting for any of
         the CAI nominees, and instead has voted all of its shares in
         favor of Commercial Federal's Chairman and CEO.  We urge you to
         support your Board of Directors by signing, dating and mailing
         today your WHITE proxy.

           THE REASONS TO SUPPORT YOUR BOARD ARE OBVIOUS AND COMPELLING

                   CAI recently set forth its reasons for supporting a
         sale or merger of Commercial Federal.  Even to the extent that
         you agree with some of their reasons, there is no reason
         whatsoever to support CAI and its nominees.  The reasons for
         supporting your Board and management team are clear and simple:

              1.   CAI'S NOMINEES ARE NOT QUALIFIED TO SERVE AS YOUR
                   DIRECTORS.  CAI's nominees in our view fail to meet
                   the high standards of professionalism and conduct
                   that are required of fiduciaries of public banking
                   and thrift institutions.  Disruptive in all of their
                   dealings with Commercial Federal, CAI's nominees are
                   interested only in what will serve their own personal
                   financial interests and have engaged in manipulative
                   and misleading conduct, especially in their most
                   recent communications with our stockholders.  Your
                   Board, on the other hand, has at all times conducted
                   itself with integrity and maintained a broad-minded
                   perspective.

              2.   CAI'S OWN PURPORTED "ADVISOR" SUPPORTS MANAGEMENT.
                   CAI's latest stockholder letter is a clear attempt to
                   mislead stockholders by referring to some analyses
                   that Keefe Bruyette & Woods, Inc. performed for CAI
                   prior to the commencement of this proxy contest.
                   What CAI conveniently fails to disclose is that Keefe
                   is NOT advising CAI in connection with this proxy
                   contest, Keefe has NOT consented to the reference to
                   its firm in CAI's solicitation materials and Keefe


                   has in fact voted all of its shares in favor of the
                   election of William Fitzgerald and NONE of its shares
                   in favor of any of the CAI nominees.  

              3.   CAI'S MESSAGE IS OLD AND OBVIOUS.  For the past sev-
                   eral years CAI has pursued one agenda item and one
                   item only -- seeking a sale of Commercial Federal to
                   allow CAI to cash out (in cash or securities) on its
                   highly successful and lucrative ownership position.
                   We don't need CAI to tell us that stockholders
                   usually obtain a premium when their company is sold.
                   We don't need CAI to tell us when and how it is best
                   to maximize stockholder value.  Indeed, had we
                   listened to CAI in June 1993 and pursued a sale of
                   the Company at that time, stockholders would have
                   foregone substantial improvements in the value of
                   their investment.

              4.   YOUR BOARD IS FIRMLY COMMITTED TO MAXIMIZING
                   STOCKHOLDER VALUE.  CAI attacks the Board's policy of
                   "business as usual."  This "business as usual" has
                   delivered exceptional increases in your stock price
                   over the past several years, combined with
                   significant increases in earnings per share and our
                   franchise value and a substantial reduction in
                   nonperforming assets.  Your Board is dedicated to
                   maximizing stockholder value and has done so, and
                   will continue to do so, without any help or
                   assistance from CAI. 

              5.   YOUR BOARD WILL CONSIDER ALL OPTIONS FOR MAXIMIZING
                   STOCKHOLDER VALUE.  Your Board has not foreclosed any
                   option for maximizing stockholder value and is open
                   to considering any and all proposals for merger
                   transactions or business combinations with other
                   financial institutions if and when such proposals
                   make sense for our stockholders.  

              6.   YOUR BOARD WILL CONTINUE TO WORK WITH MERRILL LYNCH
                   IN EXPLORING ALL STRATEGIC ALTERNATIVES FOR MAXIMIZ-
                   ING STOCKHOLDER VALUE, AS SET FORTH IN YOUR BOARD'S
                   OWN PROPOSAL.  Your Board recognizes that our
                   industry is in the process of undergoing tremendous
                   change and will remain attuned to those changes to
                   endeavor to make sure that our stockholders benefit
                   fully from the best opportunities for growth in
                   stockholder value that the future will provide.  And,
                   who is better qualified to advise and assist us in
                   such a process than Merrill Lynch, one of the premier
                   investment banking companies in the nation.

              7.   YOUR BOARD IS LOYAL AND DEDICATED TO YOUR INTERESTS
                   AND WILL CONTINUE TO ACT IN YOUR BEST INTERESTS.
                   Your Board will pursue the strategies that are right
                   for all stockholders and is committed to remaining
                   open to all attractive strategic options for the
                   Company.  Your Board is comprised of independent and
                   dedicated professionals that place their loyalty to


                   the Company and its stockholders above all other
                   interests, as demonstrated by its long record of
                   success.  It is your Board and not CAI that are the
                   proper fiduciaries for your best interests. 

              8.   EVEN IF YOU SUPPORT CONSIDERING A MERGER FOR THE COM-
                   PANY AT THIS TIME IT DOES NOT MEAN THAT YOU SHOULD
                   SUPPORT CAI.  Commercial Federal's WHITE proxy card
                   affords stockholders an opportunity to vote for
                   either the Board's proposal or CAI's proposal.  Your
                   Board urges you to vote your preferences on
                   Commercial Federal's WHITE proxy card and to discard
                   all blue proxy cards being distributed by CAI.  One
                   thing is clear:  There is no need to place
                   unqualified and disruptive directors on the Board to
                   make your views known.

              9.   CAI HAS NOT "INVESTED" IN COMMERCIAL FEDERAL AND HAS
                   BUT ONE OBJECTIVE -- TO CASH OUT ON ITS HIGHLY
                   LUCRATIVE PURCHASE OF SHARES.  CAI has not invested
                   in Commercial Federal and its future.  CAI purchased
                   600,000 shares of Variable Rate Series A Preferred
                   Stock of Commercial Federal's predecessor bank for
                   $1,000 in the early 1990's.  CAI received millions of
                   dollars from Commercial Federal in respect of those
                   securities (and the securities into which they were
                   subsequently converted) and in turn reinvested only a
                   small portion of those monies in the Company by
                   purchase of its current common stock position in the
                   Company.  

              10.  YOUR BOARD HAS A SIGNIFICANT FINANCIAL INTEREST IN
                   COMMERCIAL FEDERAL AND IS COMMITTED TO DOING THE
                   RIGHT THING FOR STOCKHOLDERS.  Your Board has in-
                   vested real time, money and energy in your Company
                   and shares fully your interests in seeing that the
                   value of the Company's stock is maximized for all
                   stockholders.  Indeed, together your Board and
                   management team beneficially own approximately 5% of
                   the outstanding Commercial Federal stock, having a
                   current market value of approximately $25 million.
                   Your Board and management have a substantial stake in
                   Commercial Federal -- their interests are aligned
                   with yours.

                   As you can see, the reasons for supporting your Board
         and management team are compelling.  As for CAI, we are
         disappointed, but not surprised, at its conduct which can only
         be viewed as a desperate attempt to get your vote.  Don't be
         duped by CAI.  PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS
         BY SIGNING, DATING AND PROMPTLY MAILING THE ENCLOSED WHITE
         PROXY CARD.


              Thank you again for your continued loyalty and support.

              On behalf of your Board of Directors.

                                            Sincerely,

                                            /s/ William A. Fitzgerald   

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


                                    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 signing, dating
         and mailing your WHITE proxy card.  Please act today.

              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 WHITE proxy card on your
         behalf.  You should also promptly sign, date and mail your
         WHITE proxy card when you receive it from your broker.  Please
         do so for each separate account you maintain.  You should
         return your WHITE proxy card immediately to ensure that your
         vote is counted.

              IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING
         YOUR SHARES, PLEASE CALL D.F. KING & CO., INC., WHICH IS
         ASSISTING US, TOLL-FREE AT 1-800-714-3310.