COMMERCIAL FEDERAL CORPORATION
                        POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Gary R. Bronstein, Esquire and Joel E. Rappoport, Esquire of
of Muldoon Murphy Faucette & Aguggia LLP, signing singly, the undersigned's
true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
	 capacity as an officer and/or director of Commercial Federal
	 Corporation (the "Company"), Forms 3, 4, and 5 in accordance with
	 Section 16(a) of the Securities Exchange Act of 1934, as amended
	 and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
	 which may be necessary or desirable to complete and execute any such
	 Form 3, 4, or 5 complete and execute any amendment or amendments
         thereto, and timley file such form with the United States Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (3) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to,in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power
         of Attorney shall be in such form and shallcontain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Corporation assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.


     This Power of Attorney shall remain in effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of May, 2004.


						/s/ Gary L. Matter
						___________________
						Signature

						Print Name: Gary L. Matter