SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                                                COMMISSION FILE NUMBER  1-11515
                                                                       ---------

                           NOTIFICATION OF LATE FILING

         (Check One): [ ] Form 10-K  [X] Form 11-K  [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
         For Period Ended:          DECEMBER 31, 2001
                            ----------------------------------------------------
[ ] Transition Report on Form 10-K        [ ]  Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F        [ ]  Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

         For the Transition Period Ended:
                                           -------------------------------------

          Read attached instruction sheet before preparing form. Please print or
type.

            Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

           If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
________________________________________________________________________________
________________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
                       ---------------------------------------------------------

Former name if applicable

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Address of principal executive office (Street and number)

13220 CALIFORNIA STREET
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City, state and zip code

OMAHA, NEBRASKA 68154
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                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

           |   (a)  The reasons  described in  reasonable  detail in Part III of
           |        this  form  could  not be  eliminated  without  unreasonable
           |        effort or expense;
           |   (b)  The subject annual report,  semi-annual  report,  transition
           |        report on Form  10-K,  Form  20-F,  11-K or Form  N-SAR,  or
    [X]    |        portion thereof will be filed on or before the 15th calendar
           |        day  following  the  prescribed  due  date;  or the  subject
           |        quarterly  report  or  transition  report on Form  10-Q,  or
           |        portion  thereof  will  be  filed  on or  before  the  fifth
           |        calendar day following the prescribed due date; and
           |   (c)  The accountant's statement or other exhibit required by Rule
           |        12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in reasonable  detail the reasons why Forms 10-K,  11-K,  20-F,
10-Q,  N-SAR,  or the  transition  report or portion  thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

THE  REQUIRED  AUDIT  OF THE  FINANCIAL  STATEMENTS  OF THE  PLAN  COULD  NOT BE
COMPLETED BY THE FILING DEADLINE.


                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

          GARY L. MATTER                      (402)             829-7349
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              (Name)                       (Area Code)      (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                            Yes  [X]   No  [ ]


     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                            Yes  [ ]   No  [X]

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                   COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
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                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date  July 1, 2002               By /s/ Gary L. Matter
      -------------                 --------------------------------------------

               Instruction.  The form may be signed by an  executive  officer of
          the  registrant or by any other duly  authorized  representative.  The
          name  and  title of the  person  signing  the  form  shall be typed or
          printed beneath the signature. If the statement is signed on behalf of
          the  registrant  by  an  authorized   representative  (other  than  an
          executive officer), evidence of the representative's authority to sign
          on behalf of the registrant shall be filed with the form.

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.