<PAGE>
<PAGE>
                                      Registration No. 333-_____
As filed with the Securities and Exchange Commission on
                 November 16, 1999
________________________________________________________________
          SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C.  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                              47-0658852
-------------------------------              -------------------
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

                      2120 South 72nd Street
                      Omaha, Nebraska 68124
                         (402) 554-9200
          ----------------------------------------
          (Address of Principal Executive Offices)

                     Commercial Federal
              401(k) Plan for Acquired Companies
       -------------------------------------------------
                  (Full Title of the Plan)

               Mr. James A. Laphen, President
               Commercial Federal Corporation
                   2120 South 72nd Street
                    Omaha, Nebraska 68124
           ---------------------------------------
           (Name and Address of Agent For Service)

                       (402) 390-5361
 -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

                           COPIES TO:
                   GARY R. BRONSTEIN, ESQUIRE
                   DANIEL L. HOGANS, ESQUIRE
                HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19TH STREET, N.W., SUITE 700
                    WASHINGTON, D.C.  20036
                         (202)  822-9611

              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
  Title of                      Proposed Maximum  Proposed Maximum     Amount Of
Securities to be  Amount to be   Offering Price   Aggregate Offering  Registration
Registered (1)     Registered    Per Share (3)    Price Per Share(4)     Fee
------------------------------------------------------------------------------------
<S>                 <C>             <C>             <C>                 <C>
Common Stock,
$.01 par value
per share            48,480         $19.90625       $965,055            $268.29
====================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests
    available pursuant to the Commercial Federal 401(k) Plan for Acquired Companies
    (the "Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be issued under the Plan
    assuming that all employer and employee contributions to the Plan are used
    to purchase shares of Common Stock of Commercial Federal Corporation,
    together with an indeterminate number of shares which may be necessary to
    adjust the number of additional shares of Common Stock reserved for issuance
    pursuant to the Plan and being registered herein, as the result of a stock
    split, stock dividend, reclassification, recapitalization or similar
    adjustment(s) of the Common Stock of Commercial Federal Corporation.
(3) 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 $19.90625 per share on
    November 15, 1999.
(4) Estimated based on (2) and (3) above.
</FN>
</TABLE>
    THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.

<PAGE>
<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
48,480 shares of Common Stock, par value $.01 per share, of
Commercial Federal Corporation (the "Company") reserved for
issuance and delivery under the Commercial Federal 401(k) Plan
for Acquired Companies (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified
by Rule 428(b)(1).  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 pursuant to Rule 424, in reliance on Rule
428.

                       PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

    The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission.  Reports, proxy statements 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, N.W., Washington, D.C. 20549.  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 are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999 as filed with the Commission on
September 28, 1999 (Commission File No. 1-11515).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 as filed with the Commission on
November 15, 1999 (Commission File No. 1-11515).

    (c)  Current Reports on Form 8-K for events dated October 29,
1999, October 13, 1999 and September 9, 1999 (Commission File
No. 1-11515).

    (d)  The description of the Company's securities contained
in the Form 8-A filed with the Commission on July 13, 1995.

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY AND THE PLAN
PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,  AFTER THE DATE
HEREOF AND 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 and Exchange Act of 1934.

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

    Not Applicable.


<PAGE>
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

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

    (a)  Any person against whom any action is brought by reason
    of the fact that such person is or was a director or officer
    of the Bank shall be indemnified by the Bank for:

         (i)   Reasonable costs and expenses, including
         reasonable attorney's fees, actually paid or incurred
         by such person in connection with proceedings related
         to the defense or settlement of such action;

         (ii)  Any amount for which such person becomes liable
         by reason of any judgment in such action;

         (iii) Reasonable costs and expenses, including
         reasonable attorney's fees, actually paid or incurred
         in any action to enforce his rights under this
         section, if the person attains a final judgment in
         favor of such person 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 except in relation to
         matters as to which he shall be adjudged to be liable
         for negligence or misconduct in the performance of his
         duty, only if a majority of the directors of the Bank
         determines that such a director or officer was acting
         in good faith within what he was reasonably entitled
         to believe under the circumstances was the scope of
         his employment or authority and for a purpose which he
         was reasonably entitled to believe under the
         circumstances was in the best interest 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 action, suit or other 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 appealable and as to which the period
         for appeal has expired and no appeal has been taken;

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

    Indemnification of directors and officers of the Company is
provided under Article VI of the 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.

<PAGE>
<PAGE>
    Article VI of the 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.

    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.

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

      Not Applicable.

ITEM 8.  EXHIBITS
------

    The exhibit schedules filed or included as part of this
Registration Statement are as follows:

    4.1  Commercial Federal 401(k) Plan for Acquired Companies
         (the "Plan")

    5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
         the validity of the Common Stock being registered

    5.2  Favorable determination letter from the Internal
         Revenue Service dated April 2, 1999 regarding the tax-
         qualification of the Railroad Savings Bank, FSB 401(k)
         Savings and Profit Sharing Plan which was amended and
         restated as the Commercial Federal 401(k) Plan for
         Acquired Companies

    23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears
         in their opinion filed as Exhibit 5.1)

<PAGE>
<PAGE>
    23.2 Consent of Independent Auditors

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

    99.1 Copy of the Plan's most recent Annual Report on Form
         5500 as filed with the Internal Revenue Service

ITEM 9.  UNDERTAKINGS
------

    1.   The undersigned registrant hereby undertakes:

         (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

              (i)  To include any prospectus required by
         Section 10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
         events arising after the effective date of the
         registration statement (or the most recent post-
         effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the
         information set forth in the registration statement.
         Notwithstanding the foregoing, any increase or
         decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed
         that which was registered) and any deviation from the
         low or high end of the estimated maximum offering
         range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in volume and price represent
         no more than 20 percent change in the maximum
         aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective
         registration statement;

              (iii)  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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (b)  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
the securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

    2.   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

<PAGE>
<PAGE>
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.

    3.   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 presented by Article 3 of Regulation S-X are 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.

    4.   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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act 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 Act and will be governed by the final adjudication of such
issue.

<PAGE>
<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 November 16, 1999.

                           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, Inc. 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>
Signatures                           Title                           Date
<S>                            <C>                                <C>
/s/ William A. Fitzgerald      Principal Executive Officer        November 16, 1999
-----------------------------         and Director
William A. Fitzgerald
Chairman of the Board and
Chief Executive Officer

/s/ James A. Laphen            Principal Financial Officer        November 16, 1999
-----------------------------
James A. Laphen
President, Chief Operating
Officer and Chief Financial
Officer


/s/ Gary L. Matter             Principal Accounting Officer       November 16, 1999
-----------------------------
Gary L. Matter
Senior Vice President, Controller
and Secretary

/s/ Talton K. Anderson          Director                          November 16, 1999
-----------------------------
Talton K. Anderson

<PAGE>
<PAGE>
/s/ Michael P. Glinsky          Director                          November 16, 1999
-----------------------------
Michael P. Glinsky


/s/ Robert F. Krohn             Director                          November 16, 1999
-----------------------------
Robert F. Krohn

/s/ Carl G. Mammel              Director                          November 16, 1999
-----------------------------
Carl G. Mammel

/s/ Sharon G. Marvin            Director                          November 16, 1999
-----------------------------
Sharon G. Marvin


/s/ Robert S. Milligan          Director                          November 16, 1999
-----------------------------
Robert S. Milligan


/s/ James P. O'Donnell          Director                          November 16, 1999
-----------------------------
James P. O'Donnell


/s/ Robert D. Taylor            Director                          November 16, 1999
-----------------------------
Robert D. Taylor


/s/ Aldo J. Tesi                Director                          November 16, 1999
-----------------------------
Aldo J. Tesi

</TABLE>

<PAGE>
<PAGE>
                   INDEX TO EXHIBITS





Exhibit     Description
-------     -----------


  4.1       Commercial Federal 401(k) Plan for Acquired
            Companies (the "Plan")

  5.1       Opinion of Housley Kantarian & Bronstein, P.C. as to
            the validity of the Common Stock being registered

  5.2       Favorable determination letter from the Internal
            Revenue Service dated April 2, 1999 regarding the
            tax-qualification of the Railroad Savings Bank, FSB
            401(k) Savings and Profit Sharing Plan which was
            amended and restated as the Commercial Federal
            401(k) Plan for Acquired Companies

 23.1       Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5.1)

 23.2       Consent of Independent Auditors

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

 99.1       Copy of the Plan's most recent Annual Report on Form
            5500 as filed with the Internal Revenue Service
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27728}]
{"company-data": {"conformed-name": "COMMERCIAL FEDERAL CORP", "cik": "0000744778", "assigned-sic": "6035", "irs-number": "470658852", "state-of-incorporation": "NE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91065", "film-number": "99759146"}, "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
                 November 16, 1999
________________________________________________________________
          SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C.  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                              47-0658852
-------------------------------              -------------------
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

                      2120 South 72nd Street
                      Omaha, Nebraska 68124
                         (402) 554-9200
          ----------------------------------------
          (Address of Principal Executive Offices)

                     Commercial Federal
              401(k) Plan for Acquired Companies
       -------------------------------------------------
                  (Full Title of the Plan)

               Mr. James A. Laphen, President
               Commercial Federal Corporation
                   2120 South 72nd Street
                    Omaha, Nebraska 68124
           ---------------------------------------
           (Name and Address of Agent For Service)

                       (402) 390-5361
 -------------------------------------------------------------
 (Telephone number, including area code, of agent for service)

                           COPIES TO:
                   GARY R. BRONSTEIN, ESQUIRE
                   DANIEL L. HOGANS, ESQUIRE
                HOUSLEY KANTARIAN & BRONSTEIN, P.C.
                1220 19TH STREET, N.W., SUITE 700
                    WASHINGTON, D.C.  20036
                         (202)  822-9611

              CALCULATION OF REGISTRATION FEE
====================================================================================
  Title of                      Proposed Maximum  Proposed Maximum     Amount Of
Securities to be  Amount to be   Offering Price   Aggregate Offering  Registration
Registered (1)     Registered    Per Share (3)    Price Per Share(4)     Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share            48,480         $19.90625       $965,055            $268.29
====================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests
    available pursuant to the Commercial Federal 401(k) Plan for Acquired Companies
    (the "Plan"), as described herein.
(2) Estimates the maximum number of shares expected to be issued under the Plan
    assuming that all employer and employee contributions to the Plan are used
    to purchase shares of Common Stock of Commercial Federal Corporation,
    together with an indeterminate number of shares which may be necessary to
    adjust the number of additional shares of Common Stock reserved for issuance
    pursuant to the Plan and being registered herein, as the result of a stock
    split, stock dividend, reclassification, recapitalization or similar
    adjustment(s) of the Common Stock of Commercial Federal Corporation.
(3) 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 $19.90625 per share on
    November 15, 1999.
(4) Estimated based on (2) and (3) above.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.
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
48,480 shares of Common Stock, par value $.01 per share, of
Commercial Federal Corporation (the "Company") reserved for
issuance and delivery under the Commercial Federal 401(k) Plan
for Acquired Companies (the "Plan").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified
by Rule 428(b)(1).  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 pursuant to Rule 424, in reliance on Rule
428.

                       PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

    The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission.  Reports, proxy statements 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, N.W., Washington, D.C. 20549.  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 are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999 as filed with the Commission on
September 28, 1999 (Commission File No. 1-11515).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 as filed with the Commission on
November 15, 1999 (Commission File No. 1-11515).

    (c)  Current Reports on Form 8-K for events dated October 29,
1999, October 13, 1999 and September 9, 1999 (Commission File
No. 1-11515).

    (d)  The description of the Company's securities contained
in the Form 8-A filed with the Commission on July 13, 1995.

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY AND THE PLAN
PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,  AFTER THE DATE
HEREOF AND 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 and Exchange Act of 1934.

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

    Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

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

    (a)  Any person against whom any action is brought by reason
    of the fact that such person is or was a director or officer
    of the Bank shall be indemnified by the Bank for:

         (i)   Reasonable costs and expenses, including
         reasonable attorney's fees, actually paid or incurred
         by such person in connection with proceedings related
         to the defense or settlement of such action;

         (ii)  Any amount for which such person becomes liable
         by reason of any judgment in such action;

         (iii) Reasonable costs and expenses, including
         reasonable attorney's fees, actually paid or incurred
         in any action to enforce his rights under this
         section, if the person attains a final judgment in
         favor of such person 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 except in relation to
         matters as to which he shall be adjudged to be liable
         for negligence or misconduct in the performance of his
         duty, only if a majority of the directors of the Bank
         determines that such a director or officer was acting
         in good faith within what he was reasonably entitled
         to believe under the circumstances was the scope of
         his employment or authority and for a purpose which he
         was reasonably entitled to believe under the
         circumstances was in the best interest 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 action, suit or other 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 appealable and as to which the period
         for appeal has expired and no appeal has been taken;

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

    Indemnification of directors and officers of the Company is
provided under Article VI of the 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 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.

    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.

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

      Not Applicable.

ITEM 8.  EXHIBITS
------

    The exhibit schedules filed or included as part of this
Registration Statement are as follows:

    4.1  Commercial Federal 401(k) Plan for Acquired Companies
         (the "Plan")

    5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
         the validity of the Common Stock being registered

    5.2  Favorable determination letter from the Internal
         Revenue Service dated April 2, 1999 regarding the tax-
         qualification of the Railroad Savings Bank, FSB 401(k)
         Savings and Profit Sharing Plan which was amended and
         restated as the Commercial Federal 401(k) Plan for
         Acquired Companies

    23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears
         in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Auditors

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

    99.1 Copy of the Plan's most recent Annual Report on Form
         5500 as filed with the Internal Revenue Service

ITEM 9.  UNDERTAKINGS
------

    1.   The undersigned registrant hereby undertakes:

         (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:

              (i)  To include any prospectus required by
         Section 10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
         events arising after the effective date of the
         registration statement (or the most recent post-
         effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the
         information set forth in the registration statement.
         Notwithstanding the foregoing, any increase or
         decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed
         that which was registered) and any deviation from the
         low or high end of the estimated maximum offering
         range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in volume and price represent
         no more than 20 percent change in the maximum
         aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective
         registration statement;

              (iii)  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;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (b)  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
the securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering.  Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph  and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements.  Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.

    2.   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.

    3.   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 presented by Article 3 of Regulation S-X are 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.

    4.   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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act 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 Act and will be governed by the final adjudication of such
issue.
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 November 16, 1999.

                           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, Inc. 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.
Signatures                           Title                           Date
/s/ William A. Fitzgerald      Principal Executive Officer        November 16, 1999
-----------------------------         and Director
William A. Fitzgerald
Chairman of the Board and
Chief Executive Officer

/s/ James A. Laphen            Principal Financial Officer        November 16, 1999
-----------------------------
James A. Laphen
President, Chief Operating
Officer and Chief Financial
Officer

/s/ Gary L. Matter             Principal Accounting Officer       November 16, 1999
-----------------------------
Gary L. Matter
Senior Vice President, Controller
and Secretary

/s/ Talton K. Anderson          Director                          November 16, 1999
-----------------------------
Talton K. Anderson
/s/ Michael P. Glinsky          Director                          November 16, 1999
-----------------------------
Michael P. Glinsky

/s/ Robert F. Krohn             Director                          November 16, 1999
-----------------------------
Robert F. Krohn

/s/ Carl G. Mammel              Director                          November 16, 1999
-----------------------------
Carl G. Mammel

/s/ Sharon G. Marvin            Director                          November 16, 1999
-----------------------------
Sharon G. Marvin

/s/ Robert S. Milligan          Director                          November 16, 1999
-----------------------------
Robert S. Milligan

/s/ James P. O'Donnell          Director                          November 16, 1999
-----------------------------
James P. O'Donnell

/s/ Robert D. Taylor            Director                          November 16, 1999
-----------------------------
Robert D. Taylor

/s/ Aldo J. Tesi                Director                          November 16, 1999
-----------------------------
Aldo J. Tesi
INDEX TO EXHIBITS

Exhibit     Description
-------     -----------

  4.1       Commercial Federal 401(k) Plan for Acquired
            Companies (the "Plan")

  5.1       Opinion of Housley Kantarian & Bronstein, P.C. as to
            the validity of the Common Stock being registered

  5.2       Favorable determination letter from the Internal
            Revenue Service dated April 2, 1999 regarding the
            tax-qualification of the Railroad Savings Bank, FSB
            401(k) Savings and Profit Sharing Plan which was
            amended and restated as the Commercial Federal
            401(k) Plan for Acquired Companies

 23.1       Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5.1)

 23.2       Consent of Independent Auditors

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

 99.1       Copy of the Plan's most recent Annual Report on Form
            5500 as filed with the Internal Revenue Service