Registration No. 333-______
           As filed with the Securities and Exchange Commission on June 28, 2002
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ___________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

                                    NEBRASKA
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   47-0658852
--------------------------------------------------------------------------------
                     (I.R.S. Employer Identification Number)

                             13220 CALIFORNIA STREET
                              OMAHA, NEBRASKA 68154
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

       COMMERCIAL FEDERAL CORPORATION 2002 STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                 WILLIAM A. FITZGERALD, CHIEF EXECUTIVE OFFICER
                         COMMERCIAL FEDERAL CORPORATION
                             13220 CALIFORNIA STREET
                              OMAHA, NEBRASKA 68154
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (402) 554-9200
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           JOAN S. GUILFOYLE, ESQUIRE
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                         1220 19TH STREET NW, SUITE 700
                              WASHINGTON, DC 20036
                                 (202) 419-8410

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                      Proposed       Proposed
    Title Of                           Maximum        Maximum
   Securities        Amount           Offering      Aggregate      Amount Of
     To Be            To Be          Price Per      Offering     Registration
   Registered    Registered (1)        Share          Price           Fee
--------------------------------------------------------------------------------
Common Stock,
$.01 par value      2,100,000      $27.45 (2)    $57,645,000 (2)   $5,303.34
================================================================================

(1) Maximum number of shares issuable under the Commercial  Federal  Corporation
2002 Stock  Option and  Incentive  Plan  (2,100,000  shares),  together  with an
indeterminate  number of shares being  registered  hereby as may be necessary to
adjust  the  number  of  additional  shares of  Common  Stock of the  Registrant
reserved for  issuance  under such Plan as a result of an increase in the number
of shares  issuable  under such plan as the  result of a merger,  consolidation,
recapitalization  or similar event  involving  the  Registrant or a stock split,
stock dividend,  reclassification,  recapitalization or similar adjustment(s) in
the Registrant's Common Stock.
(2) Estimated  solely for the purpose of calculating  the  registration  fee and
calculated  pursuant  to Rule  457(c)  based on the  average of the high and low
selling  price per  share of the  Common  Stock of $27.45  per share on June 26,
2002.
================================================================================
<PAGE>

                                     PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------

     *This  registration  statement  relates to the  registration  of  2,100,000
shares  of  Common  Stock,  $.01 par  value per  share,  of  Commercial  Federal
Corporation  (the  "Company")  reserved  for  issuance  and  delivery  under the
Commercial  Federal  Corporation  2002  Stock  Option  and  Incentive  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
registration  statement  will be sent or  given to  participants  in the Plan in
accordance  with Rule  428(b)(1).  In accordance with the Note to Part I of Form
S-8, such documents are not filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  registration  statement  or  as
prospectuses or prospectus supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
------

     The Company is subject to the reporting and  informational  requirements of
Section  13(a)  of  the  Securities  Exchange  Act  of  1934,  as  amended  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports and other  information  concerning the Company filed with the Commission
may be  inspected  and  copies  may be  obtained  (at  prescribed  rates) at the
Commission's  Public  Reference  Section,  Room  1024,  450  Fifth  Street,  NW,
Washington,  DC 20549. The public may obtain information on the operation of the
Public  Reference  Room  by  calling  the  Commission  at  1-800-SEC-0330.   The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission,  including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The  following  documents  filed by  Commercial  Federal  Corporation  (the
"Company") are incorporated by reference in this Registration Statement:

     (a) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31,  2002 as filed with the  Commission  on May 15,  2002  (Commission  File No.
1-11515).

     (b) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2001 filed with the  Commission on April 1, 2002, as amended by the
Company's  Annual  Report on Form 10-K/A filed with the  Commission on April 11,
2002 (Commission File No. 1-11515).

     (c) The  description  of the Company's  Securities as contained in the Form
8-A filed with the Commission on July 13, 1995 (Commission File No. 1-11515).

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  PRIOR
TO THE FILING OF A POST-EFFECTIVE  AMENDMENT WHICH INDICATES THAT ALL SECURITIES
OFFERED  HAVE BEEN  SOLD OR WHICH  DEREGISTERS  ALL  SECURITIES  THEN  REMAINING
UNSOLD,  SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THIS  REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934, as amended.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Indemnification  of directors and officers of the Company is provided under
Article VI of the Company's  Amended and Restated  Articles of  Incorporation of
the Company for judgments, fines, settlements,  and expenses, including attorney
fees incurred in connection with any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
if such  director or officer  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best  interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

     Article VI of the Amended and Restated  Articles of Incorporation  provides
that an outside  director  shall not be personally  liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a director
and authorizes the Company to indemnify such outside  director  against monetary
damages for such  breach to the full extent  permitted  by law.  This  provision
applies  to  acts  or  omissions  occurring  after  the  effective  date  of the
amendment,  and does not limit liability for (i) any act or omission not in good
faith which involves intentional  misconduct or a knowing violation of law, (ii)
any transaction  from which the outside  director  derived an improper direct or
indirect  financial  benefit,  (iii)  paying a  dividend  or  approving  a stock
repurchase in violation of the Nebraska  Business  Corporation  Act, or (iv) any
act or omission which violates a declaratory or injunctive order obtained by the
Company or its stockholders.  For purposes of Article VI, "outside  director" is
defined  as any  member of the Board of  Directors  who is not an  officer  or a
person who may control the conduct of the Company through management agreements,
voting  trusts,  directorships  in related  corporations  or any other device or
relationship. The Company has purchased director and officer liability insurance
that insures  directors and officers  against certain  liabilities in connection
with the  performance  of their  duties as  directors  and  officers,  including
liabilities  under the  Securities  Act of 1933,  as amended,  and  provides for
payment to the Company of costs incurred by it in indemnifying its directors and
officers.

     Under  Nebraska  law,  indemnification  of  directors  and  officers may be
provided for judgments, fines, penalties,  settlements,  and expenses, including
attorney's  fees,  incurred  in  connection  with any  threatened,  pending,  or
completed action, suit, or proceeding other than an action by or in the right of
the Company. This applies to any civil, criminal, investigative, arbitrative, or
administrative action, formal or informal, provided that the director or officer
involved acted in good faith, in a manner he reasonably believed to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     Indemnification  of  directors  and  officers  may  be  also  provided  for
judgments, fines, settlements, and expenses, including attorney's fees, incurred
in connection with any threatened,  pending,  or completed action, or suit by or
in the right of the  corporation if such director or officer acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation.  However,  no  indemnification  shall be made in
respect of any claim,  issue or matter in which such  person is  adjudged  to be
liable for  negligence  or misconduct  in the  performance  of his duties to the
corporation  unless  the court in which the action is  brought  deems  indemnity
proper.

     The grant of  indemnification  to a director or officer shall be determined
by a majority of a quorum of disinterested  directors, by a written opinion from
independent legal counsel, or by the shareholders.

                                       2
<PAGE>

     Indemnification  shall  be  provided  to any  directors  and  officers  for
expenses,  including  attorney's fees,  actually and reasonably  incurred in the
defense of any action,  suit or proceeding to the extent that he or she has been
successful on the merits.

     Federal  Regulations  clearly  define  areas  for  indemnity  coverage,  as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that  person is or was a  director,  officer  or  employee  of the Bank shall be
indemnified by the Bank for:

          (i) Reasonable  costs and expenses,  including  reasonable  attorney's
     fees, arising from the defense or settlement of such action,  provided that
     a majority of the Bank's  directors  conclude that, in connection  with any
     actions, a person ultimately may become entitled to  indemnification  under
     this section;

          (ii) Any amount for which that person  becomes liable under a judgment
     in such action;

          (iii) Reasonable costs and expenses,  including reasonable  attorney's
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:

          (i) The Bank shall make the  indemnification  provided by subparagraph
     (a) in connection with any such action which results in a final judgment on
     the merits in favor of such officer or director.

          (ii) The Bank shall make the indemnification  provided by subparagraph
     (a) in case of  settlement  of such  action,  final  judgment  against such
     director or officer or final judgment in favor of such director or officer,
     other than on the merits, if a majority of the  disinterested  directors of
     the Bank  determines that such director or officer was acting in good faith
     within the scope of his or her  employment  or authority as he or she could
     reasonably have perceived it under the  circumstances  and for a purpose he
     or she could  reasonably have believed under the  circumstances  was in the
     best interests of the Bank or its shareholders. However, no indemnification
     shall be made unless the Bank gives the OTS at least 60 days' notice of its
     intention to make such  indemnification.  No such indemnification  shall be
     made if the OTS advises the Bank in writing,  within such notice period, of
     its objection thereto.

     (c) As used in this paragraph:

          (i)  "Action"  means any  judicial or  administrative  proceeding,  or
     threatened proceeding, whether civil, criminal, or otherwise, including any
     appeal or other proceeding for review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
     which any appeal or any proceeding for review is brought;

          (iii) "Final Judgment" means a judgment, decree, or order which is not
     appealable  and as to which the period for appeal has  expired  and with no
     appeal taken;

          (iv)  "Settlement"  includes  the entry of a judgment by consent or by
     confession or upon a plea of guilty or nolo contendere.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

                                       3
<PAGE>

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

EXHIBIT                             DESCRIPTION
-------                             -----------

5.1       Opinion of Stradley, Ronon, Stevens & Young, LLP as to the validity of
          the Common Stock being registered

23.1      Consent of Independent Auditors

23.2      Consent of  Stradley,  Ronon,  Stevens & Young,  LLP (appears in their
          opinion filed as Exhibit 5.1)

24        Power  of  Attorney   (contained  in  the   signature   page  of  this
          Registration Statement)

99.1      Commercial Federal Corporation 2002 Stock Option and Incentive Plan

99.2      Form of Stock Option  Agreement to be entered into with Optionees with
          respect  to  Incentive  Stock  Options  granted  under the  Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.3      Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock Options  granted under the Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.4      Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation   Rights  granted  under  the  Commercial  Federal
          Corporation 2002 Stock Option and Incentive Plan

99.5      Notice of Restricted Stock Award

ITEM 9.  UNDERTAKINGS
------

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                       4
<PAGE>

     (5) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim financial information required to be present by Article
3 of Regulation S-X is not set forth in the prospectus,  to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Omaha, State of Nebraska, on June 27, 2002.

                           COMMERCIAL FEDERAL CORPORATION



                           By: /s/ William A. Fitzgerald
                               -------------------------------------------------
                               William A. Fitzgerald
                               Chairman of the Board and Chief Executive Officer
                               (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned  Directors of Commercial  Federal  Corporation,  hereby
severally  constitute and appoint William A. Fitzgerald,  who may act, with full
power of substitution, our true and lawful attorney and agent, to do any and all
things in our names in the  capacities  indicated  below  which said  William A.
Fitzgerald,  who may act, may deem  necessary or advisable to enable  Commercial
Federal  Corporation to comply with the Securities Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  the   registration  of  Commercial   Federal
Corporation common stock, including specifically,  but not limited to, power and
authority to sign for us in our names in the  capacities  indicated  below,  the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said William A.
Fitzgerald shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
             SIGNATURE                                  TITLE                             DATE
             ---------                                  -----                             ----

<S>                                          <C>                                         <C>
By: William A. Fitzgerald                   Chairman of the Board and                   June 27, 2002
    ---------------------------------       Chief Executive Officer
        William A. Fitzgerald
        Principal Executive Officer




By: /s/ David S. Fisher                     Executive Vice President                    June 27, 2002
    ---------------------------------       and Chief Financial Officer
        David S. Fisher
        Principal Financial Officer




By: /s/ Gary L. Matter                      Senior Vice President, Controller           June 27, 2002
    ---------------------------------       and Secretary
        Gary L. Matter
        Principal Accounting Officer


<PAGE>

<CAPTION>
             SIGNATURE                                  TITLE                                     DATE
             ---------                                  -----                                     ----
<S>                                          <C>                                         <C>
By:  /s/ Robert J. Hutchinson               President and Chief Operating               June 24, 2002
     --------------------------------       Officer and Director
        Robert J. Hutchinson





By:  /s/ Talton K. Anderson                             Director                        June 24, 2002
     --------------------------------
        Talton K. Anderson




By:  /s/ Michael P. Glinsky                             Director                        June 25, 2002
     --------------------------------
         Michael P. Glinsky




By:  /s/ Robert F. Krohn                                Director                        June 21, 2002
     --------------------------------
         Robert F. Krohn




By:  /s/ Carl G. Mammel                                 Director                        June 20, 2002
     --------------------------------
         Carl G. Mammel




By:  /s/ James P. O'Donnell                             Director                        June 27, 2002
     --------------------------------
         James P. O'Donnell




By:  /s/ Robert D. Taylor                               Director                        June 27, 2002
     --------------------------------
         Robert D. Taylor




By:  /s/ Aldo J. Tesi                                   Director                        June 24, 2002
     --------------------------------
         Aldo J. Tesi




By:                                                     Director                        ___________, 2002
    ---------------------------------
         Joseph J. Whiteside




By:  /s/ George R. Zoffinger                            Director                        June 27, 2002
     --------------------------------
         George R. Zoffinger

</TABLE>

<PAGE>

                                                 INDEX TO EXHIBITS


Exhibit                             Description

5.1       Opinion of Stradley, Ronon, Stevens & Young, LLP as to the validity of
          the Common Stock being registered

23.1      Consent of Independent Auditors

23.2      Consent of  Stradley,  Ronon,  Stevens & Young,  LLP (appears in their
          opinion filed as Exhibit 5.1)

24        Power  of  Attorney   (contained  in  the   signature   page  of  this
          Registration Statement)

99.1      Commercial Federal Corporation 2002 Stock Option and Incentive Plan

99.2      Form of Stock Option  Agreement to be entered into with Optionees with
          respect  to  Incentive  Stock  Options  granted  under the  Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.3      Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock Options  granted under the Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.4      Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation   Rights  granted  under  the  Commercial  Federal
          Corporation 2002 Stock Option and Incentive Plan

99.5      Notice of Restricted Stock Award
[{"type": "S-8", "sequence": "1", "filename": "commercial_s8-2002soip.txt", "description": "FORM S-8", "secsgml_size_bytes": 27433}]
{"company-data": {"conformed-name": "COMMERCIAL FEDERAL CORP", "cik": "0000744778", "assigned-sic": "6035", "irs-number": "470658852", "state-of-incorporation": "NE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91476", "film-number": "02691314"}, "business-address": {"street1": "2120 S 72ND ST", "city": "OMAHA", "state": "NE", "zip": "68124", "phone": "4025549200"}, "mail-address": {"street1": "COMMERCIAL FEDERAL TOWER 13TH FLOOR", "street2": "2120 SOUTHJ72ND STREET", "city": "OMAHA", "state": "NE", "zip": "68124"}}
Registration No. 333-______
           As filed with the Securities and Exchange Commission on June 28, 2002
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ___________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

                                    NEBRASKA
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   47-0658852
--------------------------------------------------------------------------------
                     (I.R.S. Employer Identification Number)

                             13220 CALIFORNIA STREET
                              OMAHA, NEBRASKA 68154
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

       COMMERCIAL FEDERAL CORPORATION 2002 STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                 WILLIAM A. FITZGERALD, CHIEF EXECUTIVE OFFICER
                         COMMERCIAL FEDERAL CORPORATION
                             13220 CALIFORNIA STREET
                              OMAHA, NEBRASKA 68154
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (402) 554-9200
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                           JOAN S. GUILFOYLE, ESQUIRE
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                         1220 19TH STREET NW, SUITE 700
                              WASHINGTON, DC 20036
                                 (202) 419-8410

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                      Proposed       Proposed
    Title Of                           Maximum        Maximum
   Securities        Amount           Offering      Aggregate      Amount Of
     To Be            To Be          Price Per      Offering     Registration
   Registered    Registered (1)        Share          Price           Fee
--------------------------------------------------------------------------------
Common Stock,
$.01 par value      2,100,000      $27.45 (2)    $57,645,000 (2)   $5,303.34
================================================================================

(1) Maximum number of shares issuable under the Commercial  Federal  Corporation
2002 Stock  Option and  Incentive  Plan  (2,100,000  shares),  together  with an
indeterminate  number of shares being  registered  hereby as may be necessary to
adjust  the  number  of  additional  shares of  Common  Stock of the  Registrant
reserved for  issuance  under such Plan as a result of an increase in the number
of shares  issuable  under such plan as the  result of a merger,  consolidation,
recapitalization  or similar event  involving  the  Registrant or a stock split,
stock dividend,  reclassification,  recapitalization or similar adjustment(s) in
the Registrant's Common Stock.
(2) Estimated  solely for the purpose of calculating  the  registration  fee and
calculated  pursuant  to Rule  457(c)  based on the  average of the high and low
selling  price per  share of the  Common  Stock of $27.45  per share on June 26,
2002.
================================================================================
PART I

                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
------

     *This  registration  statement  relates to the  registration  of  2,100,000
shares  of  Common  Stock,  $.01 par  value per  share,  of  Commercial  Federal
Corporation  (the  "Company")  reserved  for  issuance  and  delivery  under the
Commercial  Federal  Corporation  2002  Stock  Option  and  Incentive  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
registration  statement  will be sent or  given to  participants  in the Plan in
accordance  with Rule  428(b)(1).  In accordance with the Note to Part I of Form
S-8, such documents are not filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  registration  statement  or  as
prospectuses or prospectus supplements.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
------

     The Company is subject to the reporting and  informational  requirements of
Section  13(a)  of  the  Securities  Exchange  Act  of  1934,  as  amended  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports and other  information  concerning the Company filed with the Commission
may be  inspected  and  copies  may be  obtained  (at  prescribed  rates) at the
Commission's  Public  Reference  Section,  Room  1024,  450  Fifth  Street,  NW,
Washington,  DC 20549. The public may obtain information on the operation of the
Public  Reference  Room  by  calling  the  Commission  at  1-800-SEC-0330.   The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  registrants that file
electronically with the Commission,  including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The  following  documents  filed by  Commercial  Federal  Corporation  (the
"Company") are incorporated by reference in this Registration Statement:

     (a) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31,  2002 as filed with the  Commission  on May 15,  2002  (Commission  File No.
1-11515).

     (b) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2001 filed with the  Commission on April 1, 2002, as amended by the
Company's  Annual  Report on Form 10-K/A filed with the  Commission on April 11,
2002 (Commission File No. 1-11515).

     (c) The  description  of the Company's  Securities as contained in the Form
8-A filed with the Commission on July 13, 1995 (Commission File No. 1-11515).

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  PRIOR
TO THE FILING OF A POST-EFFECTIVE  AMENDMENT WHICH INDICATES THAT ALL SECURITIES
OFFERED  HAVE BEEN  SOLD OR WHICH  DEREGISTERS  ALL  SECURITIES  THEN  REMAINING
UNSOLD,  SHALL BE DEEMED TO BE  INCORPORATED  BY REFERENCE IN THIS  REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934, as amended.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Indemnification  of directors and officers of the Company is provided under
Article VI of the Company's  Amended and Restated  Articles of  Incorporation of
the Company for judgments, fines, settlements,  and expenses, including attorney
fees incurred in connection with any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
if such  director or officer  acted in good faith and in a manner he  reasonably
believed to be in or not opposed to the best  interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

     Article VI of the Amended and Restated  Articles of Incorporation  provides
that an outside  director  shall not be personally  liable to the Company or its
stockholders for monetary damages for breach of his fiduciary duty as a director
and authorizes the Company to indemnify such outside  director  against monetary
damages for such  breach to the full extent  permitted  by law.  This  provision
applies  to  acts  or  omissions  occurring  after  the  effective  date  of the
amendment,  and does not limit liability for (i) any act or omission not in good
faith which involves intentional  misconduct or a knowing violation of law, (ii)
any transaction  from which the outside  director  derived an improper direct or
indirect  financial  benefit,  (iii)  paying a  dividend  or  approving  a stock
repurchase in violation of the Nebraska  Business  Corporation  Act, or (iv) any
act or omission which violates a declaratory or injunctive order obtained by the
Company or its stockholders.  For purposes of Article VI, "outside  director" is
defined  as any  member of the Board of  Directors  who is not an  officer  or a
person who may control the conduct of the Company through management agreements,
voting  trusts,  directorships  in related  corporations  or any other device or
relationship. The Company has purchased director and officer liability insurance
that insures  directors and officers  against certain  liabilities in connection
with the  performance  of their  duties as  directors  and  officers,  including
liabilities  under the  Securities  Act of 1933,  as amended,  and  provides for
payment to the Company of costs incurred by it in indemnifying its directors and
officers.

     Under  Nebraska  law,  indemnification  of  directors  and  officers may be
provided for judgments, fines, penalties,  settlements,  and expenses, including
attorney's  fees,  incurred  in  connection  with any  threatened,  pending,  or
completed action, suit, or proceeding other than an action by or in the right of
the Company. This applies to any civil, criminal, investigative, arbitrative, or
administrative action, formal or informal, provided that the director or officer
involved acted in good faith, in a manner he reasonably believed to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     Indemnification  of  directors  and  officers  may  be  also  provided  for
judgments, fines, settlements, and expenses, including attorney's fees, incurred
in connection with any threatened,  pending,  or completed action, or suit by or
in the right of the  corporation if such director or officer acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation.  However,  no  indemnification  shall be made in
respect of any claim,  issue or matter in which such  person is  adjudged  to be
liable for  negligence  or misconduct  in the  performance  of his duties to the
corporation  unless  the court in which the action is  brought  deems  indemnity
proper.

     The grant of  indemnification  to a director or officer shall be determined
by a majority of a quorum of disinterested  directors, by a written opinion from
independent legal counsel, or by the shareholders.

                                       2
Indemnification  shall  be  provided  to any  directors  and  officers  for
expenses,  including  attorney's fees,  actually and reasonably  incurred in the
defense of any action,  suit or proceeding to the extent that he or she has been
successful on the merits.

     Federal  Regulations  clearly  define  areas  for  indemnity  coverage,  as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that  person is or was a  director,  officer  or  employee  of the Bank shall be
indemnified by the Bank for:

          (i) Reasonable  costs and expenses,  including  reasonable  attorney's
     fees, arising from the defense or settlement of such action,  provided that
     a majority of the Bank's  directors  conclude that, in connection  with any
     actions, a person ultimately may become entitled to  indemnification  under
     this section;

          (ii) Any amount for which that person  becomes liable under a judgment
     in such action;

          (iii) Reasonable costs and expenses,  including reasonable  attorney's
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:

          (i) The Bank shall make the  indemnification  provided by subparagraph
     (a) in connection with any such action which results in a final judgment on
     the merits in favor of such officer or director.

          (ii) The Bank shall make the indemnification  provided by subparagraph
     (a) in case of  settlement  of such  action,  final  judgment  against such
     director or officer or final judgment in favor of such director or officer,
     other than on the merits, if a majority of the  disinterested  directors of
     the Bank  determines that such director or officer was acting in good faith
     within the scope of his or her  employment  or authority as he or she could
     reasonably have perceived it under the  circumstances  and for a purpose he
     or she could  reasonably have believed under the  circumstances  was in the
     best interests of the Bank or its shareholders. However, no indemnification
     shall be made unless the Bank gives the OTS at least 60 days' notice of its
     intention to make such  indemnification.  No such indemnification  shall be
     made if the OTS advises the Bank in writing,  within such notice period, of
     its objection thereto.

     (c) As used in this paragraph:

          (i)  "Action"  means any  judicial or  administrative  proceeding,  or
     threatened proceeding, whether civil, criminal, or otherwise, including any
     appeal or other proceeding for review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
     which any appeal or any proceeding for review is brought;

          (iii) "Final Judgment" means a judgment, decree, or order which is not
     appealable  and as to which the period for appeal has  expired  and with no
     appeal taken;

          (iv)  "Settlement"  includes  the entry of a judgment by consent or by
     confession or upon a plea of guilty or nolo contendere.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

                                       3
ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

EXHIBIT                             DESCRIPTION
-------                             -----------

5.1       Opinion of Stradley, Ronon, Stevens & Young, LLP as to the validity of
          the Common Stock being registered

23.1      Consent of Independent Auditors

23.2      Consent of  Stradley,  Ronon,  Stevens & Young,  LLP (appears in their
          opinion filed as Exhibit 5.1)

24        Power  of  Attorney   (contained  in  the   signature   page  of  this
          Registration Statement)

99.1      Commercial Federal Corporation 2002 Stock Option and Incentive Plan

99.2      Form of Stock Option  Agreement to be entered into with Optionees with
          respect  to  Incentive  Stock  Options  granted  under the  Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.3      Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock Options  granted under the Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.4      Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation   Rights  granted  under  the  Commercial  Federal
          Corporation 2002 Stock Option and Incentive Plan

99.5      Notice of Restricted Stock Award

ITEM 9.  UNDERTAKINGS
------

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                       4
(5) The undersigned  registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934; and, where interim financial information required to be present by Article
3 of Regulation S-X is not set forth in the prospectus,  to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Omaha, State of Nebraska, on June 27, 2002.

                           COMMERCIAL FEDERAL CORPORATION

                           By: /s/ William A. Fitzgerald
                               -------------------------------------------------
                               William A. Fitzgerald
                               Chairman of the Board and Chief Executive Officer
                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  Directors of Commercial  Federal  Corporation,  hereby
severally  constitute and appoint William A. Fitzgerald,  who may act, with full
power of substitution, our true and lawful attorney and agent, to do any and all
things in our names in the  capacities  indicated  below  which said  William A.
Fitzgerald,  who may act, may deem  necessary or advisable to enable  Commercial
Federal  Corporation to comply with the Securities Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  the   registration  of  Commercial   Federal
Corporation common stock, including specifically,  but not limited to, power and
authority to sign for us in our names in the  capacities  indicated  below,  the
registration  statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said William A.
Fitzgerald shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                  TITLE                             DATE
             ---------                                  -----                             ----
By: William A. Fitzgerald                   Chairman of the Board and                   June 27, 2002
    ---------------------------------       Chief Executive Officer
        William A. Fitzgerald
        Principal Executive Officer

By: /s/ David S. Fisher                     Executive Vice President                    June 27, 2002
    ---------------------------------       and Chief Financial Officer
        David S. Fisher
        Principal Financial Officer

By: /s/ Gary L. Matter                      Senior Vice President, Controller           June 27, 2002
    ---------------------------------       and Secretary
        Gary L. Matter
        Principal Accounting Officer
SIGNATURE                                  TITLE                                     DATE
             ---------                                  -----                                     ----
By:  /s/ Robert J. Hutchinson               President and Chief Operating               June 24, 2002
     --------------------------------       Officer and Director
        Robert J. Hutchinson

By:  /s/ Talton K. Anderson                             Director                        June 24, 2002
     --------------------------------
        Talton K. Anderson

By:  /s/ Michael P. Glinsky                             Director                        June 25, 2002
     --------------------------------
         Michael P. Glinsky

By:  /s/ Robert F. Krohn                                Director                        June 21, 2002
     --------------------------------
         Robert F. Krohn

By:  /s/ Carl G. Mammel                                 Director                        June 20, 2002
     --------------------------------
         Carl G. Mammel

By:  /s/ James P. O'Donnell                             Director                        June 27, 2002
     --------------------------------
         James P. O'Donnell

By:  /s/ Robert D. Taylor                               Director                        June 27, 2002
     --------------------------------
         Robert D. Taylor

By:  /s/ Aldo J. Tesi                                   Director                        June 24, 2002
     --------------------------------
         Aldo J. Tesi

By:                                                     Director                        ___________, 2002
    ---------------------------------
         Joseph J. Whiteside

By:  /s/ George R. Zoffinger                            Director                        June 27, 2002
     --------------------------------
         George R. Zoffinger
INDEX TO EXHIBITS

Exhibit                             Description

5.1       Opinion of Stradley, Ronon, Stevens & Young, LLP as to the validity of
          the Common Stock being registered

23.1      Consent of Independent Auditors

23.2      Consent of  Stradley,  Ronon,  Stevens & Young,  LLP (appears in their
          opinion filed as Exhibit 5.1)

24        Power  of  Attorney   (contained  in  the   signature   page  of  this
          Registration Statement)

99.1      Commercial Federal Corporation 2002 Stock Option and Incentive Plan

99.2      Form of Stock Option  Agreement to be entered into with Optionees with
          respect  to  Incentive  Stock  Options  granted  under the  Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.3      Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock Options  granted under the Commercial
          Federal Corporation 2002 Stock Option and Incentive Plan

99.4      Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation   Rights  granted  under  the  Commercial  Federal
          Corporation 2002 Stock Option and Incentive Plan

99.5      Notice of Restricted Stock Award