1
                                     
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 25, 2005


                         COMMERCIAL FEDERAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         NEBRASKA                       1-11515                47-0658852       
--------------------------------------------------------------------------------
   (State or other jurisdiction       (Commission            (I.R.S. Employer
       of incorporation)              File Number)        Identification Number)


13220 CALIFORNIA STREET, OMAHA, NEBRASKA                                 68154
--------------------------------------------------------------------------------
         (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number including area code: (402) 554-9200
                                                   --------------


                                 NOT APPLICABLE
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


[ ] Written communications pursuant to Rule 425 under the Securities Act 
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the 
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))


 2

ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On March 25,  2005,  Commercial  Federal  Corporation  (the  "Company")
signed the third  amendment to its loan  agreement  with First  National Bank of
Omaha.  Under this  amendment,  the Company  borrowed an additional $4.8 million
increasing  the total loan amount to $80.0  million.  Also, the maturity date of
the loan  agreement  was extended  from December 31, 2007, to December 31, 2010,
and quarterly  principal  payments were reduced from $2.4 million per quarter to
$2.0  million per  quarter.  In  addition,  the  parties  amended  certain  debt
covenants.


 3


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                COMMERCIAL FEDERAL CORPORATION
                                              ----------------------------------
                                                       (Registrant)


Date: March 31, 2005                          By: /s/ David S. Fisher
                                                  ------------------------------
                                                  David S. Fisher
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  (Duly Authorized Officer)