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                  [COMMERCIAL FEDERAL CORPORATION LETTERHEAD]

                                October 17, 2005

Via Edgar and Facsimile
-----------------------

Mr. Donald Walker
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N. E.
Washington, D.C. 20549

                           Re:  Mail Stop 4561

                                Commercial Federal Corporation
                                Form 10-K for the period ended December 31, 2004
                                File No. 1-11515

Dear Mr. Walker:

On behalf of Commercial Federal Corporation (the "Company"), this letter is in
response to comments provided by Securities and Exchange Commission staff in a
letter dated September 21, 2005 with respect to the Company's Annual Report on
Form 10-K for the year ended December 31, 2004. The SEC comments and the
responses from Commercial Federal Corporation are set forth below.

Commercial Federal Corporation acknowledges that (i) the Company is responsible
for the adequacy and accuracy of the disclosure in its Form 10-K for the period
ended December 31, 2004, (ii) SEC staff comments or changes to disclosure in
response to SEC staff comments do not foreclose the SEC from taking any action
with respect to the filing and (iii) the Company may not assert staff comments
as a defense in any proceeding initiated by the SEC or any person under the
federal securities laws of the United States.

Note 13 - Derivative Financial Instruments, page 86:
----------------------------------------------------

SEC Comment No. 1:   For each type of hedged item, separately by fair value
------------------   hedge or cash flow hedge, please tell us how you determined
                     that the relationship met the criteria for hedge accounting
                     pursuant to paragraphs 20, 21, 28 and 29 of SFAS No. 133.
                     Specifically address the following:

                         o   the nature and terms of the hedged item and
                             derivative instrument;
                         o   when and how you identify the hedge instrument and
                             the hedged item;
                         o   how you define "at inception" of the hedged
                             relationship; and
                         o   the quantitative measures you use to assess
                             effectiveness of each hedge both at inception and
                             on an ongoing basis.

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o  Page 2                                                       October 17, 2005

Response to Comment No. 1
-------------------------

As of December 31, 2004, Commercial Federal Corporation had the following
hedging transactions which qualified for hedge accounting under SFAS No. 133:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
   HEDGING           HEDGING                  HEDGED              TYPE OF               DESIGNATED
   STRATEGY         INSTRUMENT                 ITEM                HEDGE                   RISK
---------------------------------------------------------------------------------------------------------------
     <S>         <C>                     <C>                     <C>             <C>
     1           Interest Rate Swap      Variable interest       Cash flow       Benchmark Rate: 3-month US
                 (pay fixed, receive     payments on High        hedge           Treasury Bill
                 floating)               Performance
                                         Savings (HPS)
                                         Deposits
---------------------------------------------------------------------------------------------------------------
     2           Interest  Rate Swap     Variable interest       Cash flow       Benchmark Rate: 3-month LIBOR
                 (pay fixed, receive     payments on FHLB        hedge
                 floating)               (Federal Home Loan
                                         Bank) advances with
                                         3-month rate resets
                                         and 3-month
                                         renewable fixed rate
                                         FHLB advances
---------------------------------------------------------------------------------------------------------------
     3           Swaptions               Call options            Fair value      Changes in the fair value of
                 (option to enter into   embedded in             hedge           call options embedded in
                 pay fixed, receive      convertible fixed rate                  convertible fixed rate FHLB
                 floating swap)          FHLB advances                           advances
---------------------------------------------------------------------------------------------------------------
     4           Swaps                   Fixed rate FHLB         Fair value      Changes in the fair value of
                 (pay floating,          advances                hedge           fixed rate FHLB advances
                 receive fixed)
---------------------------------------------------------------------------------------------------------------
     5           Commitments to Sell     Fixed Rate Mortgage     Fair value      Changes in fair value of
                 Mortgage Loans          Loans Held for Sale     hedge           warehouse loans
                 ("Forward Loan Sales")  ("Warehouse Loans")
---------------------------------------------------------------------------------------------------------------
</TABLE>

For hedging strategy (1), a hedging relationship was established when the
transaction for the hedging instruments (swaps) were consummated. The hedging
strategy was planned and formally documented prior to the execution of the trade
for the swaps in accordance with para. 28(a) of SFAS No. 133. This strategy
hedged the variability of interest expense payments on the bottom layers of a
portfolio of High Performance Savings (HPS) deposits for which the rate paid on
all of the deposits in this portfolio was tied to the 3-month Treasury Bill rate
(benchmark rate) and repriced on a weekly basis (High Performance Savings is a
product name used to distinguish this product with this repricing feature). The
hedging instruments were pay fixed, receive floating swaps which were also tied
to the 3-month Treasury Bill rate and which also repriced on a weekly basis.

The hedge met the qualifications for a cash flow hedge in accordance with para.
28 of SFAS No. 133 since the derivative instrument was hedging the exposure to
variability in expected future cash flows attributable to a particular risk
(changes in the benchmark rate - 3-month Treasury Bill rate) and met the
following criteria:

    o    At the inception of the hedge, there was formal documentation of the
         hedging relationship and the risk management objective and strategy for
         undertaking the hedge, details relating to the hedging instrument and
         the hedged transaction, the nature of the risk being hedged, and how
         the hedging instrument's effectiveness would be assessed.
    o    Both at the inception of the hedge and on a quarterly basis, the
         hedging relationship was expected to be highly effective in achieving
         offsetting cash flows attributable to the hedged risk during the term
         of the hedge.

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o  Page 3                                                       October 17, 2005

At the inception of the hedge and on a quarterly basis, the hedging relationship
was expected to be highly effective in achieving offsetting cash flows
attributable to changes in the 3-month Treasury Bill rate during the term of the
swaps. The assessment of hedge effectiveness was determined by regressing the
3-month Treasury Bill weekly auction discount rate applied to the HPS deposits
against the Treasury Bill auction discount rate defined by the terms of the swap
as the simple arithmetic average of the weekly Treasury Bill auction discount
rate for auctions held within the swap reset period.

The quarterly assessments of hedge effectiveness were consistent with the
original documented management strategy as required per para. 28(b) of SFAS No.
133.

For hedging strategy (2), the hedging relationship was established when the
transaction for the hedging instruments (swaps) were consummated. The hedging
strategy was planned and formally documented prior to the execution of the trade
for the swaps in accordance with para. 28(b) of SFAS No. 133. This strategy
hedged the variability of interest expense payments on Federal Home Loan Bank
(FHLB) advances with a 3-month interest rate reset based on 3-month LIBOR or a
series of 3-month renewable fixed term FHLB advances for which the interest
expense payments were also based on 3-month LIBOR. The hedging instruments were
pay fixed, receive floating swaps which were also tied to the 3-month LIBOR.

The hedge met the qualifications for a cash flow hedge in accordance with para.
28 of SFAS No. 133 since the derivative instrument was hedging the exposure to
variability in expected future cash flows attributable to a particular risk
(changes in the benchmark rate - 3-month LIBOR) and met the following criteria:

    o    At the inception of the hedge, there was formal documentation of the
         hedging relationship and the risk management objective and strategy for
         undertaking the hedge, details relating to the hedging instrument and
         the hedged transaction, the nature of the risk being hedged, and how
         the hedging instrument's effectiveness would be assessed.
    o    Both at the inception of the hedge and on a quarterly basis, the
         hedging relationship was expected to be highly effective in achieving
         offsetting cash flows attributable to the hedged risk during the term
         of the hedge.

The notional amount of the swaps was equal to the amount of FHLB advances.

At the inception of the hedge and on a quarterly basis, the hedging relationship
was expected to be highly effective in achieving offsetting cash flows
attributable to changes in 3-month LIBOR during the term of the swaps. The
assessment of hedge effectiveness was determined by regressing the 3-month LIBOR
paid on the FHLB advances against the floating leg of the swap which was also
tied to 3-month LIBOR. The quarterly assessments of effectiveness were
consistent with the original documented risk management strategy as required per
para. 28(b) of SFAS No. 133.

To explain hedging strategy (3), some background information may be helpful. In
1999, the Company entered into fixed rate advances from the FHLB which were
convertible at the FHLB's option into LIBOR-based floating rate debt. Hedging
strategy (3) involved the purchase of a swaption by the Company with identical
terms to the call option embedded in the FHLB advance to offset the changes in
the fair value of the embedded call feature of the FHLB advance. The hedging
relationship was established when the transactions for the hedging instruments
(swaptions) were consummated. The hedging strategy was planned and formally
documented prior to the execution of the trade for the swaptions in accordance
with para. 20(a) of SFAS No. 133. The swaptions (options to enter into pay
fixed, received floating swaps) were the hedging instruments used to hedge the
changes in fair value of the call options embedded in the convertible fixed rate
FHLB advances. Effectively, this hedging strategy synthetically created
non-callable fixed rate FHLB advances.

<PAGE>

o  Page 4                                                       October 17, 2005

This strategy qualified as a fair value hedge in accordance with para. 20 of
SFAS No. 133 since the derivative instrument was hedging the exposure to changes
in the fair value of an identified portion of a liability attributable to
interest rate risk and met the following criteria:

     o   At the inception of the hedge, there was formal documentation of the
         hedging relationship and the risk management objective and strategy for
         undertaking the hedge, details relating to the hedging instrument and
         the hedged transaction, the nature of the risk being hedged, and how
         the hedging instrument's effectiveness would be assessed.
     o   Both at the inception of the hedge and on a quarterly basis, the
         hedging relationship was expected to be highly effective in achieving
         offsetting changes in fair value attributable to the hedged risk during
         the period that the hedge was designated.

The hedged item, call options embedded in the FHLB advances, met the criteria
for a hedged item in accordance with para. 21(a)(2)(c) of SFAS No. 133 since
they were call options embedded in an existing liability that were not embedded
derivatives accounted for separately pursuant to para. 12 of SFAS No. 133.

Both at the inception of the hedge and on a quarterly basis, the hedging
relationship was expected to be highly effective in achieving offsetting changes
in fair value. For purposes of assessing hedge effectiveness, the hedges under
this strategy were assumed to be 100% effective because the critical terms of
the hedging instrument and the hedged item were the same in accordance with
paragraph 65 of SFAS 133. The matched critical terms included the notional
amount of the swaptions and the amount of the FHLB advances, the maturity dates
of the FHLB advances and swaptions, the fixed interest rates of the FHLB
advances and pay fixed legs of the swaptions, and the quarterly conversion dates
of the FHLB advances and the quarterly swaption exercise dates. Paragraph 65 of
SFAS 133 references the potential for ineffectiveness if part of the change in
the fair value of a derivative is attributable to a change in the counterparty's
creditworthiness. In this scenario, the credit spread in the pricing of the FHLB
advance is zero since all FHLB borrowers are subject to standard collateral
requirements and receive identical pricing for advances with the same terms,
maturity and amount. Additionally, creditworthiness is not a factor in the
pricing of the swaptions since the major dealers in the market who trade options
and swaptions trade as if they have equal credit ratings (i.e., there are no
adjustments in pricing for different dealers).

For hedging strategy (4), a hedging relationship was established when the
transactions for the hedging instruments (swaps) were consummated. The hedging
strategy was planned and formally documented prior to the execution of the trade
for the swaps in accordance with para. 20(a) of SFAS No. 133. Under hedging
strategy (4), pay floating, receive fixed swaps hedged the changes in fair value
of the fixed rate FHLB advances (which had been synthetically converted to
non-callable fixed rate FHLB advances in hedging strategy (3)). Stated another
way, for the FHLB advances related to hedging strategy (4), hedging strategy (3)
was de-designated at the time the swaps under this hedging strategy were
acquired, and the combination of the swaptions from hedging strategy (3) and the
swaps under this hedging strategy (4) were designated as a hedge of the changes
in fair value of the FHLB advances inclusive of the changes in fair value of the
embedded call options in a single hedging relationship.

This strategy qualified as a fair value hedge in accordance with para. 20 of
SFAS No. 133 since the derivative instruments were hedging the exposure to
changes in the fair value of a liability attributable to interest rate risk and
met the following criteria:

    o    At the inception of the hedge, there was formal document