Edgar Filing: COMMERCIAL FEDERAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZOFFINGER GEORGE R

2. Issuer Name and Ticker or Trading Symbol
COMMERCIAL FEDERAL CORP [CFB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

13500 COMMERCIAL FEDERAL PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2005

(Street)

OMAHA, NE 68154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2005		D		122 ⁽¹⁾	D	$ 34 ⁽²⁾	0	I	Dividend Reinvestment Plan
Common Stock	12/02/2005		D		1,000	D	$ 34 ⁽²⁾	0	I	Family Limited Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 25

12/02/2005

5,000

03/01/2002

03/01/2012

Common Stock

5,000

$ 9 ⁽³⁾

Stock Option (Right to Buy)

$ 17.66

12/02/2005

1,401

03/31/2002

03/31/2012

Common Stock

1,401

$ 16.34 ⁽³⁾

Stock Option (Right to Buy)

$ 20.06

12/02/2005

1,235

06/30/2002

06/30/2012

Common Stock

1,235

$ 13.94 ⁽³⁾

Stock Option (Right to Buy)

$ 21.23

12/02/2005

1,165

09/30/2002

09/30/2012

Common Stock

1,165

$ 12.77 ⁽³⁾

Stock Option (Right to Buy)

$ 16.88

12/02/2005

1,732

12/31/2002

12/31/2012

Common Stock

1,732

$ 17.12 ⁽³⁾

Stock Option (Right to Buy)

$ 22.54

12/02/2005

5,000

02/27/2003

02/27/2013

Common Stock

5,000

$ 11.46 ⁽³⁾

Stock Option (Right to Buy)

$ 17.67

12/02/2005

1,528

03/31/2003

03/31/2013

Common Stock

1,528

$ 16.33 ⁽³⁾

Stock Option (Right to Buy)

$ 16.3

12/02/2005

2,026

06/30/2003

06/30/2013

Common Stock

2,026

$ 17.7 ⁽³⁾

Stock Option (Right to Buy)

$ 15.85

12/02/2005

1,515

09/30/2003

09/30/2013

Common Stock

1,515

$ 18.15 ⁽³⁾

Stock Option (Right to Buy)

$ 18.4

12/02/2005

1,631

12/31/2003

12/31/2013

Common Stock

1,631

$ 15.6 ⁽³⁾

Stock Option (Right to Buy)

$ 27.9

12/02/2005

5,000

02/25/2004

02/25/2014

Common Stock

5,000

$ 6.1 ⁽³⁾

Stock Option (Right to Buy)

$ 20.06

12/02/2005

1,644

03/31/2004

03/31/2014

Common Stock

1,644

$ 13.94 ⁽³⁾

Stock Option (Right to Buy)

$ 20.96

12/02/2005

1,433

06/30/2004

06/30/2014

Common Stock

1,433

$ 13.04 ⁽³⁾

Stock Option (Right to Buy)

$ 20.22

12/02/2005

1,335

09/30/2004

09/30/2014

Common Stock

1,335

$ 13.78 ⁽³⁾

Stock Option (Right to Buy)

$ 20.47

12/02/2005

1,467

12/31/2004

12/31/2014

Common Stock

1,467

$ 13.53 ⁽³⁾

Stock Option (Right to Buy)

$ 27.06

12/02/2005

5,000

02/23/2005

02/23/2015

Common Stock

5,000

$ 6.94 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZOFFINGER GEORGE R 13500 COMMERCIAL FEDERAL PLAZA OMAHA, NE 68154	X

Signatures

By: Joel E. Rappoport, Attorney-in-Fact		12/06/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This form reflects increases in beneficial ownership resulting from exempt acquisitions under the Commercial Federal Corporation Dividend Reinvestment Plan pursuant to Rule 16a-11.
(2)	Disposed of pursuant to the merger agreement between Commercial Federal Corporation and Bank of the West in exchange for cash consideration of $34.00 per share.
(3)	This option was canceled in the merger in exchange for a cash payment representing the difference between the merger consideration of $34.00 per share and the exercise price of the option.

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