<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
    
                                   FORM 10-Q/A      


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               For the Quarterly period ended September 30, 1998

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER 1-11515


                         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 Number)

    2120 SOUTH 72ND STREET, OMAHA, NEBRASKA               68124
    ---------------------------------------          -------------
    (Address of principal executive offices)           (Zip Code)

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

                                 NOT APPLICABLE
             -------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES ___X____     NO________


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  Class                    Outstanding at November 6, 1998 
       -----------------------------       ------------------------------- 
       Common Stock, $0.01 Par Value              60,526,891 Shares
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                         ------------------------------

                                   FORM 10-Q
                                   ---------

                                     INDEX
                                     -----

--------------------------------------------------------------------------------

PART I.   FINANCIAL INFORMATION                                      PAGE NUMBER
          ---------------------                                      -----------

          Item 1.  Financial Statements:

                   Consolidated Statement of Financial Condition as of
                         September 30, 1998 and June 30, 1998                 3

                   Consolidated Statement of Operations for the Three
                         Months Ended September 30, 1998 and 1997            4-5

                   Consolidated Statement of Comprehensive Income for the
                         Three Months Ended September 30, 1998 and 1997       6

                   Consolidated Statement of Cash Flows for the Three
                          Months Ended September 30, 1998 and 1997           7-8

                   Notes to Consolidated Financial Statements               9-15

          Item 2.  Management's Discussion and Analysis of Financial
                          Condition and Results of Operations              16-24


PART II.  OTHER INFORMATION

          Item 2.  Changes in Securities and Use of Proceeds                  25

          Item 4.  Submission of Matters to a Vote of Security Holders        25

          Item 6.  Exhibits and Reports on Form 8-K                           26


SIGNATURE PAGE                                                                27

--------------------------------------------------------------------------------

                                       2
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS

                         PART I. FINANCIAL INFORMATION
                         -----------------------------
                          Item 1. Financial Statements:
                          -----------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)                                                          September 30,    June 30,
ASSETS                                                                              1998           1998
------------------------------------------------------------------------------------------------------------
                                                                                 (Unaudited)    (Unaudited)
<S>                                                                             <C>             <C>         
Cash (including short-term investments of $17,800 and $62,886)                  $    176,370    $    217,012
Investment securities available for sale, at fair value                               79,914         141,116
Mortgage-backed securities available for sale, at fair value                         208,872         171,393
Loans held for sale, net                                                             270,519         290,380
Investment securities held to maturity (fair value of $408,701 and $533,078)         406,399         532,188
Mortgage-backed securities held to maturity (fair value of $847,722 and $921,716)    843,660         920,456
Loans and leases receivable, net of allowances of  $72,420 and $64,660             8,346,416       7,567,578
Federal Home Loan Bank stock                                                         144,616         131,132
Interest receivable, net of allowances of $1,228 and $201                             67,503          66,353
Real estate, net                                                                      24,134          22,195
Premises and equipment, net                                                          154,114         134,951
Prepaid expenses and other assets                                                    176,964         127,289
Intangible assets, net of accumulated amortization of $35,179 and $31,924            183,931          77,186
------------------------------------------------------------------------------------------------------------

      Total Assets                                                              $ 11,083,412    $ 10,399,229
------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------

Liabilities:
   Deposits                                                                     $  7,275,914    $  6,558,207
   Advances from Federal Home Loan Bank                                            2,289,806       2,379,182
   Securities sold under agreements to repurchase                                    234,294         334,294
   Other borrowings                                                                  194,613         110,674
   Interest payable                                                                   46,750          36,261
   Other liabilities                                                                 128,874         119,416
------------------------------------------------------------------------------------------------------------

      Total Liabilities                                                           10,170,251       9,538,034
------------------------------------------------------------------------------------------------------------

Commitments and Contingencies                                                           --              --
------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Preferred stock, $.01 par value; 10,000,000 shares authorized; none issued           --              --
   Common stock, $.01 par value; 120,000,000 shares authorized;
      60,390,988 and 58,714,826 shares issued and outstanding                            604             587
   Additional paid-in capital                                                        375,372         337,697
   Retained earnings                                                                 546,047         534,245
   Unearned Employee Stock Ownership Plan (ESOP) shares                              (11,069)        (11,404)
   Accumulated other comprehensive income, net                                         2,207              70
------------------------------------------------------------------------------------------------------------

      Total Stockholders' Equity                                                     913,161         861,195
------------------------------------------------------------------------------------------------------------
      Total Liabilities and Stockholders' Equity                                $ 11,083,412    $ 10,399,229
------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
(Dollars in Thousands Except Per Share Data)                     Three Months Ended
                                                                   September 30,
                                                                 1998          1997
--------------------------------------------------------------------------------------
<S>                                                             <C>          <C>      
Interest Income:
   Loans and leases receivable                                  $ 168,470    $ 152,746
   Mortgage-backed securities                                      17,049       21,381
   Investment securities                                           13,342       13,697
--------------------------------------------------------------------------------------
            Total interest income                                 198,861      187,824

Interest Expense:
   Deposits                                                        81,707       79,821
   Advances from Federal Home Loan Bank                            34,109       27,765
   Securities sold under agreements to repurchase                   4,961        9,374
   Other borrowings                                                 3,464        3,221
--------------------------------------------------------------------------------------
            Total interest expense                                124,241      120,181
Net Interest Income                                                74,620       67,643
Provision for Loan and Lease Losses                                (3,800)      (1,688)
--------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan and Lease Losses      70,820       65,955

Other Income:
   Loan servicing fees                                              8,431        8,876
   Retail fees and charges                                          9,370        7,099
   Real estate operations                                            (161)         (23)
   Gain on sales of loans                                           1,905          579
   Gain on sales of securities                                      1,688           23
   Other operating income                                           5,701        6,436
--------------------------------------------------------------------------------------
            Total other income                                     26,934       22,990

Other Expense:
   General and administrative expenses -
      Compensation and benefits                                    23,017       21,755
      Occupancy and equipment                                       8,343        6,705
      Data processing                                               2,614        2,831
      Regulatory insurance and assessments                          1,448        1,273
      Advertising                                                   3,674        3,188
      Other operating expenses                                     10,887       10,718
      Merger expenses                                              15,963          187
--------------------------------------------------------------------------------------
            Total general and administrative expenses              65,946       46,657
    Amortization of intangible assets                               3,255        1,745
--------------------------------------------------------------------------------------
            Total other expense                                    69,201       48,402
--------------------------------------------------------------------------------------
Income Before Income Taxes                                         28,553       40,543
Provision for Income Taxes                                         13,430       14,588
--------------------------------------------------------------------------------------
Net Income                                                      $  15,123    $  25,955
--------------------------------------------------------------------------------------
</TABLE>

                                       4
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                CONSOLIDATED STATEMENT OF OPERATIONS (Continued)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(Dollars in Thousands Except Per Share Data)                           Three Months Ended
                                                                         September 30,
                                                                      1998           1997
--------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
Weighted average number of common shares
     outstanding used in basic earnings per share calculation      58,605,879     55,247,359
Add assumed exercise of outstanding stock options
     as adjustments for dilutive securities                           842,023      1,309,216
--------------------------------------------------------------------------------------------

Weighted average number of common shares
     outstanding used in diluted earnings per share calculation    59,447,902     56,556,575
--------------------------------------------------------------------------------------------

Earnings per common share:
      Basic                                                       $       .26    $       .47
                                                                  ===========    ===========

      Diluted                                                     $       .25    $       .46
                                                                  ===========    ===========
--------------------------------------------------------------------------------------------
Dividends declared per common share                               $      .055    $      .047
--------------------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                  (Unaudited)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
(Dollars in Thousands)                                         Three Months Ended
                                                                  September 30,
                                                              ---------------------
                                                                1998        1997
-----------------------------------------------------------------------------------
<S>                                                           <C>         <C>     
Net Income                                                     $ 15,123    $ 25,955

Other comprehensive income, before income taxes:
  Unrealized holding gains on securities
    available for sale arising during periods                     4,975       2,780 
  Less reclassification adjustment for net gains included 
   in net income                                                 (1,688)        (23) 
-----------------------------------------------------------------------------------              
                                                                  3,287       2,757  
  Provision for income taxes                                      1,150         965 
----------------------------------------------------------------------------------- 

Other comprehensive income, net of income taxes                   2,137       1,792
-----------------------------------------------------------------------------------

Comprehensive Income                                           $ 17,260    $ 27,747

-----------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       6
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
(Dollars in Thousands)                                                              Three Months Ended
                                                                                      September 30,
                                                                                  ----------------------
                                                                                     1998         1997
--------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                        $  15,123    $  25,955
Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
      Amortization of intangible assets                                               3,255        1,745
      Provision for loss on loans and leases and real estate                          4,077        1,877
      Depreciation and amortization                                                   3,617        3,066
      Accretion of deferred discounts and fees, net                                     421         (371)
      Amortization of mortgage servicing rights                                       2,979        2,458
      Amortization of deferred compensation on restricted
         stock and deferred compensation plans and premiums on other borrowings         783          695
      Gain on sales of real estate, loans and loan servicing rights, net             (2,267)      (1,282)
      Gain on sales of securities                                                    (1,688)         (23)
      Stock dividends from Federal Home Loan Bank                                    (2,389)      (1,742)
      Proceeds from the sale of loans                                               515,169      221,243
      Origination of loans held for sale                                           (157,072)    (128,439)
      Purchases of loans  held for resale                                          (328,022)    (114,366)
      Decrease in interest receivable                                                 8,987        2,024
      Increase in interest payable and other liabilities                                689       10,117
      Other items, net                                                              (26,610)      (2,989)
                                                                                   --------      -------
         Total adjustments                                                           21,929       (5,987)
                                                                                   --------      -------
            Net cash provided by operating activities                                37,052       19,968
--------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of loans                                                           (119,075)    (157,080)
      Repayment of loans, net of originations                                       240,428       49,413
      Principal repayments of mortgage-backed securities held to maturity            75,148       55,033
      Purchases of mortgage-backed securities available for sale                    (49,756)     (40,757)
      Proceeds from sales of mortgage-backed securities available for sale           76,114         --
      Principal repayments of mortgage-backed securities available for sale          30,879       18,347
      Maturities and repayments of investment securities held to maturity           124,870      101,834
      Purchases of investment securities held to maturity                              --        (67,461)
      Purchases of investment securities available for sale                            --        (79,864)
      Maturities and repayments of investment securities available for sale          87,625       10,628
      Proceeds from sales of investment securities available for sale                 4,112        7,908
      Purchases of mortgage loan servicing rights                                    (5,569)      (3,101)
      Proceeds from sales of mortgage loan servicing rights                            --            387
      Purchases of Federal Home Loan Bank stock                                      (2,913)     (15,857)
      Proceeds from sale of Federal Home Loan Bank stock                              5,000         --
      Proceeds from sales of real estate                                              3,397        5,983
      Payments to acquire real estate                                                  (116)      (1,028)
      Acquisition, net of cash received                                             (11,067)        --
      Purchases of premises and equipment, net                                       (8,949)      (1,835)
      Other items, net                                                                 (631)      (1,015)
                                                                                   --------      -------
            Net cash provided (used) by investing activities                        449,497     (118,465)
--------------------------------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       7
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
                                  (Unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
(Dollars in Thousands)                                             Three Months Ended
                                                                      September 30,
                                                                ----------------------
                                                                   1998        1997
--------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in deposits                                            $(234,062)   $ (98,301)
Proceeds from Federal Home Loan Bank advances                        --        622,570
Repayments of Federal Home Loan Bank advances                    (306,135)    (332,960)
Proceeds from securities sold under agreements to repurchase       25,000         --
Repayments of securities sold under agreements to repurchase     (125,000)     (75,000)
Proceeds from issuances of other borrowings                        85,000       34,835
Repayments of other borrowings                                     (3,770)     (63,584)
Payments of cash dividends on common stock                         (2,313)      (3,652)
Issuance of common stock                                           36,018        2,565
Other items, net                                                   (1,929)      (2,712)
                                                               ----------    ---------
             Net cash (used) provided by financing activities    (527,191)      83,761
--------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS:
Decrease in net cash position                                     (40,642)     (14,736)
Balance, beginning of year                                        217,012      177,403
Adjustment to convert acquistions to fiscal year end                 --        (32,583)
                                                               ----------    ---------
Balance, end of period                                          $ 176,370    $ 130,084
                                                               ==========    =========

--------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for -
   Interest expense                                             $ 122,513    $  98,997
   Income taxes, net                                                1,261        8,330
Non-cash investing and financing activities -
   Loans exchanged for mortgage-backed securities                    --         16,075
   Loans transferred to real estate                                 3,740        1,404
   Loans to facilitate the sale of real estate                         82         --

--------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       8
<PAGE>
 
                         COMMERCIAL FEDERAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            AS OF AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
                                  (Unaudited)

(Columnar Dollars in Footnotes are in Thousands Except Per Share Amounts)
--------------------------------------------------------------------------------

A.       BASIS OF CONSOLIDATION AND PRESENTATION:
         ----------------------------------------

The unaudited consolidated financial statements are prepared on an accrual basis
and include the accounts of Commercial Federal Corporation (the Corporation) and
its wholly-owned subsidiary, Commercial Federal Bank, a Federal Savings Bank
(the Bank), and all majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated.

During the three months ended September 30, 1998, the Corporation consummated
the acquisitions of AmerUs Bank (AmerUs) and First Colorado Bancorp, Inc. (First
Colorado). The accounts and results of operations of AmerUs are reflected in the
Corporation's consolidated financial statements beginning July 31, 1998 since
this acquisition was accounted for as a purchase. The First Colorado acquisition
was accounted for as a pooling of interests and, accordingly, the Corporation's
historical consolidated financial statements were restated for all periods prior
to this acquisition to include the accounts and results of operations of First
Colorado. See Note B for additional information regarding these acquisitions.

Effective July 1, 1998, the Corporation adopted the provisions of Statement of
Financial Accounting Standards No. 130 entitled "Reporting Comprehensive Income"
(SFAS No. 130). This statement requires disclosures of the components of
comprehensive income and the accumulated balance of other comprehensive income
within consolidated total stockholders' equity. The adoption of the provisions
of SFAS No. 130, which are only of a disclosure nature, did not effect the
Corporation's consolidated financial position, results of operations or
liquidity.

The accompanying interim consolidated financial statements have not been audited
by independent auditors. However, in the opinion of management, all adjustments
(consisting only of normal recurring adjustments, the required restatement of
all periods prior to the merger with First Colorado and the merger expenses and
other nonrecurring charges recorded during the first three months of fiscal year
1999) considered necessary to fairly present the financial statements have been
included. The consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the
Corporation's June 30, 1998, Annual Report to Stockholders. The results of
operations for the three month period ended September 30, 1998, are not
necessarily indicative of the results which may be expected for the entire
fiscal year 1999. Certain amounts in the prior fiscal year period have been
reclassified for comparative purposes.

B.       CONSUMMATED ACQUISITIONS:
         -------------------------

AMERUS BANK. On July 31, 1998, the Corporation consummated its acquisition of
AmerUs, a wholly-owned subsidiary of AmerUs Group Co. Under the terms of the
Stock Purchase Agreement, the Corporation acquired through a taxable acquisition
all of the outstanding shares of the common stock of AmerUs for total
consideration of $178,269,000. Such consideration consisted of (i) certain
assets retained by AmerUs Group Co. in lieu of cash (primarily FHA Title One
single-family residential mortgage loans and a receivable for income tax
benefits) totaling approximately $85,027,000, (ii) cash (as adjusted per the
agreement) totaling $53,242,000, and (iii) a one-year promissory note for
$40,000,000 bearing interest, adjusted monthly, at 150 basis points over the
one-year Treasury bill rate.

AmerUs was a federally chartered savings bank headquartered in Des Moines, Iowa
and operated 47 branches in Iowa (26), Missouri (8), Nebraska (6), Kansas (4),
Minnesota (2) and South Dakota (1). At July 31, 1998, before purchase accounting
adjustments, AmerUs had total assets of approximately $1.3 billion, deposits of
approximately $949,700,000 and stockholder's equity of approximately
$84,800,000. This acquisition was accounted for as a purchase with two months of
amortization expense recorded through September 30, 1998. The fair value
adjustments and other purchase accounting adjustments, as well as amortization
methods and lives, are to be finalized during fiscal year 1999.

                                       9
<PAGE>
 
B.       CONSUMMATED ACQUISITIONS (Continued):
         ------------------------------------

The accounts and consolidated results of operations for the three months ended
September 30, 1998 include the results of AmerUs beginning July 31, 1998. The
following table summarizes results on an unaudited consolidated pro forma basis
(including an after-tax loss of $22,504,000 from AmerUs for the month of July
1998) as though this purchase had occurred at the beginning of fiscal year 1998:

-------------------------------------------------------------------------------
                                              Three Months         Fiscal Year
                                                 Ended                Ended
                                           September 30, 1998     June 30, 1998
-------------------------------------------------------------------------------
Total interest income and other income          $ 206,513          $ 871,127
Net income (loss)                                  (7,975)            69,481
Diluted earnings (loss) per common share             (.13)              1.67

-------------------------------------------------------------------------------

FIRST COLORADO BANCORP, INC. On August 14, 1998, the Corporation consummated its
acquisition of First Colorado. Under the terms of the agreement, the Corporation
acquired in a tax-free reorganization all 18,564,766 outstanding shares of First
Colorado's common stock in exchange for 18,278,789 shares of its common stock.
Based on the Corporation's closing stock price of $26.375 at August 14, 1998,
the total consideration for this acquisition, including cash paid for fractional
shares, approximated $482,154,000.

An additional requirement of the transaction with First Colorado was the
issuance of 1,400,000 shares of First Colorado common stock immediately prior to
the consummation of the merger. Such requirement was necessary to cure the taint
on the treasury stock of First Colorado so this transaction could be accounted
for as a pooling of interests. These shares offered directly by First Colorado
resulted in gross cash proceeds (prior to any transaction costs) of $33,425,000
less the placement agent's commission of $919,000, or net proceeds to First
Colorado totaling $32,506,000.

First Colorado, headquartered in Lakewood, Colorado, was a unitary savings and
loan holding company and the parent company of First Federal Bank of Colorado, a
federally chartered stock savings bank that operated 27 branches located in
Colorado, with 23 branches located in the Denver metropolitan area and four in
Colorado's western slope region. At July 31, 1998, on a pro forma basis, First
Colorado had assets of approximately $1.6 billion, deposits of approximately
$1.2 billion and stockholders' equity of approximately $254.7 million. Total
assets and stockholders' equity, include the net proceeds of $32,506,000 from
the aforementioned private placement of 1,400,000 shares on August 14, 1998.
This acquisition was accounted for as a pooling of interests.

The following table summarizes results of operations of the Corporation and
First Colorado for the comparable three months ended September 30, 1997, as
separately reported prior to the merger, that are included herein:

--------------------------------------------------------------------------------

                                        Corporation   First Colorado   Combined
--------------------------------------------------------------------------------
Total interest income and other income   $ 181,973       $ 28,841      $ 210,814
Total interest expense                     105,001         15,180        120,181
Net income                                  20,775          5,180         25,955
--------------------------------------------------------------------------------

Prior to merger into the Corporation, results of operations for First Colorado
were reported on a calendar year basis. However, in restating prior periods, the
accounts and results of operations of First Colorado were conformed to the
Corporation's fiscal year ended June 30, 1998. Accordingly in changing fiscal
years, First Colorado's accounts and results of operations for the six months
ended June 30, 1997, including total interest income and other income of
$55,737,000, total interest expense of $29,399,000 and net income of $5,363,000
(net of a cash dividend of $3,477,000) will be excluded from reported results of
operations for the restated combined companies but are included in the
Corporation's consolidated total stockholders' equity.

                                       10
<PAGE>
 
B.       CONSUMMATED ACQUISITIONS (Continued):
         ------------------------------------

The following table summarizes results on a pro forma basis for the years ended
June 30, 1998, 1997 and 1996, as if this acquisition, accounted for as a pooling
of interests, had occurred at the beginning of the respective fiscal years:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                                                 First
                                                Corporation    Colorado   Combined
-----------------------------------------------------------------------------------
<S>                                              <C>          <C>         <C>      
FISCAL YEAR 1998:
  Total interest income and other income         $ 735,883    $ 119,139   $ 855,022
  Total interest expense                           417,188       60,201     477,389
  Net income                                        67,333       20,080      87,413
  Earnings per diluted common share                   1.62         1.23        1.48
-----------------------------------------------------------------------------------
FISCAL YEAR 1997:
  Total interest income and other income         $ 688,737    $ 110,126   $ 798,863
  Total interest expense                           396,775       57,194     453,969
  Extraordinary items, net of tax benefit             (583)        --          (583)
  Net income                                        54,884       13,372      68,256
  Earnings per diluted common share -
       Income before extraordinary items              1.35          .73        1.14
       Extraordinary items, net of tax benefit        (.01)        --          (.01)
       Net income                                     1.34          .73        1.13
-----------------------------------------------------------------------------------
FISCAL YEAR 1996:
  Total interest income and other income         $ 644,501    $  99,469   $ 743,970
  Total interest expense                           378,580       58,863     437,443
  Net income                                        66,195       12,638      78,833
  Earnings per diluted common share                   1.59          .63        1.26
-----------------------------------------------------------------------------------
</TABLE>

Net income and diluted earnings per share presented on a pro forma basis above
do not include any expected cost savings and benefits of related synergies, or
any nonrecurring merger transaction costs, as a result of the merger of First
Colorado.

                                       11
<PAGE>
 
C.       MERGER EXPENSES AND OTHER NONRECURRING CHARGES:
         -----------------------------------------------

The Corporation incurred merger expenses and other nonrecurring charges totaling
$17,165,000 for the three months ended September 30, 1998, associated primarily
with the First Colorado acquisition. These expenses for the three months ended
Setpember 30, 1998 are detailed below with other nonrecurring charges not
classified in the merger expenses category of general and administrative
expenses included in such other expense categories as noted in the following
table.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
<S>                                                                         <C>     
Merger expenses:
    Transaction costs related to the combinations                           $  8,015
    Employee severance and other termination costs                             1,449
    Costs to combine operations                                                6,499
------------------------------------------------------------------------------------
                                                                              15,963

Other nonrecurring charges:
    Additional loan loss reserves - (provision for loan and lease losses)      1,000
    Conforming accounting practices of combining companies -
        (compensation and benefits)                                              202
------------------------------------------------------------------------------------
Total merger expenses and other nonrecurring charges, before income taxes     17,165
Income tax benefit                                                            (3,367)
------------------------------------------------------------------------------------
Total merger expenses and other nonrecurring charges, after-tax             $ 13,798
------------------------------------------------------------------------------------
</TABLE>

D.       PENDING ACQUISITION:
         --------------------

On August 14, 1998, the Corporation entered into a reorganization and merger
agreement with Midland First Financial Corporation (Midland), parent company of
Midland Bank. Under the terms of the agreement, the Corporation will acquire in
a taxable acquisition all of the outstanding shares of Midland's common stock.
The total purchase consideration of this pending acquisition is $83,000,000,
including cash to pay off existing Midland debt totaling $5,550,000, the
retirement of preferred stock of both Midland and Midland Bank totaling
$11,562,000 and $810,000 for advisor fees. If under certain conditions this
transaction is terminated by Midland a breakup fee of $2,500,000 would be
payable to the Corporation by Midland.

Midland Bank is a privately-held commercial bank headquartered in Lee's Summit,
Missouri that operates eight branches in the greater Kansas City area. At
September 30, 1998, Midland had total assets of approximately $408,000,000,
deposits of approximately $352,000,000 and stockholders' equity of approximately
$27,200,000. This pending acquisition, approved by Midland's shareholders, is
subject to receipt of regulatory approvals and other conditions, and is expected
to close during the quarter ending March 31, 1999. This acquisition will be
accounted for as a purchase with resulting intangible assets amortized pursuant
to the methods and lives according to generally accepted accounting principles.

                                       12
<PAGE>
 
E.       COMMITMENTS AND CONTINGENCIES:
         ------------------------------

At September 30, 1998, the Corporation issued commitments, excluding undisbursed
portions of loans in process, of approximately $719,760,000 as follows:
$324,204,000 to originate loans, $152,549,000 to purchase loans, $50,000,000 to
purchase mortgage-backed securities and $193,007,000 to provide unused lines of
credit for commercial and consumer use. Loan commitments, which are funded
subject to certain limitations, extend over various periods of time. Generally,
unused loan commitments are canceled upon expiration of the commitment term as
outlined in each individual contract. These outstanding loan commitments to
extend credit do not necessarily represent future cash requirements since many
of the commitments may expire without being drawn upon. In addition, at
September 30, 1998, the Corporation had issued commitments to sell mortgage
loans and securities totaling $496,320,000 as follows: $416,317,000 in mandatory
forward delivery commitments to sell residential mortgage loans, $76,003,000 in
commitments to sell mortgage-backed securities and $4,000,000 in commitments to
sell investment securities. Loans sold subject to recourse provisions totaled
approximately $26,987,000, which represents the total potential credit risk
associated with these particular loans. Such credit risk would, however, be
offset by the value of the single-family residential properties which
collateralize these loans.

The Corporation is subject to a number of lawsuits and claims for various
amounts which arise out of the normal course of its business. In the opinion of
management, the disposition of claims currently pending will not have a material
adverse effect on the Corporation's financial position or results of operations.

On September 12, 1994, the Bank and the Corporation commenced litigation against
the United States in the United States Court of Federal Claims seeking to
recover monetary relief for the government's refusal to honor certain contracts
that it had entered into with the Bank. The suit alleges that such governmental
action constitutes a breach of contract and an unlawful taking of property by
the United States without just compensation or due process in violation of the
Constitution of the United States. The Bank aslo assumed a lawsuit in the merger
with Mid Continent against the United Sates also relating to a supervisory
goodwill claim filed by the former Mid Continent. The litigation status and
process of legal actions, as well as that of numerous actions brought by others
alleging similar claims with respect to supervisory goodwill and regulatory
capital credits, make the value of the claims asserted by the Bank (including
the Mid Continent claim) uncertain as their ultimate outcome, and contingent on
a number of factors and future events which are beyond the control of the Bank,
both as to substance, timing and the dollar amount of damages may be awarded to
the Bank and the Corporation if they finally prevail in this litigation.

F.       CURRENT ACCOUNTING PRONOUNCEMENTS:
         ----------------------------------

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION:

Effective July 1, 1998, the Corporation adopted the provisions of Statement of
Financial Accounting Standards No. 131 entitled "Disclosures About Segments of
an Enterprise and Related Information" (SFAS No. 131). SFAS No. 131 does not
need to be applied to interim statements in the initial year of application but
such comparative information will be required in interim statements for the
second year. Comparative information for earlier years will be restated in the
initial year of application. This statement supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise," and utilizes the "management
approach" for segment reporting. The management approach is based on the way
that the chief operating decision maker organizes segments within a company for
making operating decisions and assessing performance. Reportable segments are
based on any manner in which management disaggregates its company such as by
products and services, geography, legal structure and management structure. SFAS
No. 131 requires disclosures for each segment that are similar to those required
under current standards with the addition of quarterly disclosure requirements
and more specific and detailed geographic disclosures especially by countries as
opposed to broad geographic regions. This statement also requires descriptive
information about the way the operating segments were determined, the
products/services provided by the operating segments, the differences between
the measurements used in reporting segment information and those used in the
general purpose financial statements, and the changes in the measurement of
segment amounts from period to period.

                                       13
<PAGE>
 
F.       CURRENT ACCOUNTING PRONOUNCEMENTS (Continued):
         ----------------------------------------------

EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS:

Effective July 1, 1998, the Corporation adopted the provisions of Statement of
Financial Accounting Standards No. 132 entitled "Employers' Disclosures About
Pensions and Other Postretirement Benefits" (SFAS No. 132). This statement
amends Statement Nos. 87 and 88 relating to pension disclosures, and SFAS No.
106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" to
disclose the effects of a one-percentage-point decrease in the assumed health
care cost trend rate as well as the required effects of a one-percentage-point
increase in the same. Restatement of disclosures for earlier periods provided
for comparable purposes is required unless the information is not readily
available, in which case the notes to financial statements should include all
available information and a description of the information not available. Such
disclosure will be provided in the Corporation's annual report for fiscal year
ended June 30, 1999.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 entitled "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). This statement requires the
recognition of all derivative financial instruments as either assets or
liabilities in the statement of financial position and measurement of those
instruments at fair value. The accounting for gains and losses associated with
changes in the fair value of a derivative and the effect on the consolidated
financial statements will depend on its hedge designation and whether the hedge
is highly effective in achieving offsetting changes in the fair value or cash
flows of the asset or liability hedged. Under the provisions of SFAS No. 133,
the method that will be used for assessing the effectiveness of a hedging
derivative, as well as the measurement approach for determining the ineffective
aspects of the hedge, must be established at the inception of the hedge. The
methods must be consistent with the entity's approach to managing risk.
    
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999, or not later than July 1, 1999, for the Corporation, with
initial application as of the beginning of any fiscal quarter that begins after
the issuance of this statement. On that initial application date, hedging
relationships must be designated anew and documented pursuant to the provisions
of this statement. Management of the Corporation does not believe that such
adoption will have a material effect on the Corporation's financial position,
liquidity or results of operations.     

ACCOUNTING FOR MORTGAGE-BACKED SECURITIES RETAINED AFTER THE SECURITIZATION OF
MORTGAGE LOANS HELD FOR SALE BY A MORTGAGE BANKING ENTERPRISE:

In October 1998, the FASB issued Statement of Financial Accounting Standards No.
134 entitled "Accounting for Mortgage-Backed Securities Retained After the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise,
an amendment of FASB Statement No. 65" (SFAS No. 134). FASB Statement 65, as
amended by FASB Statements No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," and No. 125, " Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," requires that after the
securitization of a mortgage loan held for sale, an entity engaged in mortgage
banking activities classify the resulting mortgage-backed security as a trading
security. SFAS No. 134 further amends Statement 65 to require that after the
securitization of mortgage loans held for sale, an entity engaged in mortgage
banking activities classify the resulting mortgage-backed securities or other
retained interests based on its ability and intent to sell or hold those
investments. This Statement conforms the subsequent accounting for securities
retained after the securitization of mortgage loans by a mortgage banking
enterprise with the subsequent accounting for securities retained after the
securitization of other types of assets by a nonmortage banking enterprise.

The provisions of SFAS No. 134 shall be effective for the first fiscal quarter
beginning after December 15, 1998, or as of July 1, 1999 for the Corporation. On
the date that SFAS No. 134 is initially applied, an enterprise may reclassify
mortgage-backed securities and other beneficial interests retained after the
securitization of mortgage loans held for sale from the trading category, except
for those with sales commitments in place. Those securities and other interests
shall be classified based on the entity's ability and intent, on the date this
Statement is initially applied, to hold those investments. Transfers from the
trading category that result from implementing this Statement shall be accounted
for in accordance with the provisions of Statement 115. Management of the
Corporation does not believe that the adoption of SFAS No. 134 will have a
material effect on the Corporation's financial position, liquidity or results of
operations.

                                       14
<PAGE>
 
G.       REGULATORY CAPITAL REQUIREMENTS:
         --------------------------------

The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Corporation's financial position and results of operations. The regulations
require the Bank to meet specific capital adequacy guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bank's capital classification is also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios as set forth in the
following tables of tangible, core and total risk-based capital. Prompt
Corrective Action provisions contained in the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA) require specific supervisory
actions as capital levels decrease. To be considered well-capitalized under the
regulatory framework for Prompt Corrective Action provisions under FDICIA, the
Bank must maintain minimum Tier I leverage, Tier I risk-based and total
risk-based capital ratios as set forth in the following table. At September 30,
1998, and June 30, 1998, the Bank exceeded the minimum requirements for the
well-capitalized category.

The following presents the Bank's regulatory capital levels and ratios relative
to its minimum capital requirements:

--------------------------------------------------------------------------
                                           As of September 30, 1998
                                      ------------------------------------
                                       Actual Capital     Required Capital
                                      ----------------    ----------------
                                       Amount    Ratio     Amount    Ratio
--------------------------------------------------------------------------
OTS capital adequacy:
          Tangible capital            $795,528    7.25%   $164,503    1.50%
          Core capital                 807,703    7.36     329,370    3.00
          Risk-based capital           870,956   13.92     500,437    8.00
FDICIA regulations to be
     classified well-capitalized:
          Tier 1 leverage capital      807,703    7.36     548,950    5.00
          Tier 1 risk-based capital    807,703   12.91     375,328    6.00
          Total risk-based capital     870,956   13.92     625,547   10.00
--------------------------------------------------------------------------

--------------------------------------------------------------------------
                                           As of June 30, 1998
                                      ------------------------------------
                                       Actual Capital     Required Capital
                                      ----------------    ----------------
                                       Amount    Ratio     Amount    Ratio
--------------------------------------------------------------------------
OTS capital adequacy:
          Tangible capital            $813,961    7.88%   $154,993    1.50%
          Core capital                 826,686    7.99     310,278    3.00
          Risk-based capital           878,363   15.49     453,593    8.00
FDICIA regulations to be
     classified well-capitalized:
          Tier 1 leverage capital      826,686    7.99     517,130    5.00
          Tier 1 risk-based capital    826,686   14.58     340,195    6.00
          Total risk-based capital     878,363   15.49     566,992   10.00
--------------------------------------------------------------------------

As of September 30, 1998, the most recent notification from the OTS categorized
the Bank as "well-capitalized" under the regulatory framework for Prompt
Corrective Action provisions under FDICIA. There are no conditions or events
since such notification that management believes have changed the Bank's
classification.

                                       15
<PAGE>
 
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 -----------------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

On August 14, 1998, the Corporation consummated the acquisition of First
Colorado. This acquisition was accounted for as a pooling of interests and,
accordingly, the Corporation's historical consolidated financial statements were
restated for all periods prior to this acquisition to include the accounts and
results of operations of First Colorado.

LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------
    
The Corporation's principal asset is its investment in the capital stock of the
Bank, and because it does not generate any significant revenues independent of
the Bank, the Corporation's liquidity is dependent on the extent to which it
receives dividends from the Bank. The Bank's ability to pay dividends to the
Corporation is dependent on its ability to generate earnings and is subject to a
number of regulatory restrictions and tax considerations. Under capital
distribution regulations of the OTS, a savings institution that, immediately
prior to, and on a pro forma basis after giving effect to, a proposed dividend,
has total capital that is at least equal to the amount of its fully phased-in
capital requirements (a "Tier I Association") is permitted to pay dividends
during a calendar year in an amount equal to the greater of (i) 75.0% of its net
income for the recent four quarters, or (ii) 100.0% of its net income to date
during the calendar year plus an amount that would reduce by one-half the amount
by which its ratio of total capital to assets exceeded its fully phased-in
risk-based capital ratio requirement at the beginning of the calendar year. At
September 30, 1998, the Bank qualified as a Tier I Association, and would be
permitted to pay an aggregate amount approximating $144.0 million in dividends
under these regulations. Should the Bank's regulatory capital fall below certain
levels, applicable law would require approval by the OTS of such proposed
dividends and, in some cases, would prohibit the payment of dividends.     

At September 30, 1998, the cash of Commercial Federal Corporation (the parent
company) totaled $37.0 million. Due to the parent company's limited independent
operations, management believes that its cash balance at September 30, 1998, is
currently sufficient to meet operational needs. However, the parent company's
ability to make future interest and principal payments on its $50.0 million of
7.95% fixed-rate subordinated extendible notes due December 1, 2006 (the Notes),
on its $46.4 million of 9.375% fixed-rate junior subordinated debentures due May
15, 2027 (the Debentures), on its $40.0 million of one-year variable rate notes
due July 31, 1999 to acquire AmerUs, and on its $43.75 million unsecured
variable rate term note due July 31, 2003, is dependent upon its receipt of
dividends from the Bank. Accordingly, for the three months ended September 30,
1998, a dividend totaling $18.250 million was paid by the Bank to the parent
company. Such dividend from the Bank was paid primarily to cover (i) interest
payments totaling $2.679 million on the parent company's debt, (ii) principal
payments of $2.250 million on the parent company's promissory term notes, (iii)
the quarterly common stock cash dividends totaling $3.321 million payable by the
parent company to its common stock shareholders through September 30, 1998 and
(iv) the payment of $10.0 million related to the acquisition of AmerUs on July
31, 1998. The Bank will continue to pay dividends to the parent company,
pursuant to regulatory restrictions, to cover future principal and interest
payments on the parent company's debt and cash dividends on common stock when
and as declared by the parent company on a quarterly basis. A dividend totaling
$3.575 million was paid by the Bank to the parent company during the three
months ended September 30, 1997. The parent company also receives cash from the
exercise of stock options and the sale of common stock under its employee
benefit plans, as well as from the Bank for income tax benefits from operating
losses of the parent company as provided in the corporate tax sharing agreement.

The Corporation's primary sources of funds are (i) deposits, (ii) principal
repayments on loans, mortgage-backed and investment securities, (iii) advances
from the Federal Home Loan Bank (FHLB), (iv) cash generated from operations and
(v) securities sold under agreements to repurchase. As reflected in the
Consolidated Statement of Cash Flows, net cash flows provided by operating
activities totaled $37.1 million and $20.0 million, respectively, for the three
months ended September 30, 1998 and 1997. Amounts fluctuate from period to
period primarily as a result of mortgage banking activity relating to the
purchase and origination of loans for resale and the subsequent sale of such
loans.
    
Net cash flows provided by investing activities totaled $449.5 million for the
three months ended September 30, 1998, and net cash flows used by investing
activities totaled $118.5 million for the three months ended September 30, 1997.
Amounts fluctuate from period to period primarily as a result of (i) principal
repayments on loans and mortgage-backed securities and (ii) the purchase and
origination of loans, mortgage-backed and investment securities. The acquisition
of First Colorado ( consummated in the current fiscal year quarter) had no
material effect on liquidity, except for the cash outlays totaling $17.2 million
relating to nonrecurring merger related costs, since such transaction was
consummated in an exchange of common stock between the financial institutions.
The acquisition of AmerUs resulted in a cash outlay of approximately $53.3
million and the pending acquisition of Midland will result in a cash outlay of
approximately $83.0 million. The acquisition of AmerUs was financed by $40.0
million of one-year purchase notes from the seller bearing interest at 150 basis
points over the one-year Treasury bill rate, a $10.0 million capital
distribution from the Bank and, in part, by a $45.0 million term note borrowed
by the Corporation on July 30, 1998. This note is a five-year term note due July
31, 2003, unsecured, with quarterly principal payments of $1.25 million and
interest payable quarterly at 100 basis points below the lender's national base
rate. Management of the Corporation has not decided whether the acquisition of
Midland will be financed from available funds and borrowings, funds from the
Bank, or a combination thereof.    

                                       16
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES (Continued):
--------------------------------------------

Net cash flows used by financing activities totaled $527.2 million for the three
months ended September 30, 1998, and net cash flows provided by financing
activities totaled $83.8 million for the three months ended September 30, 1997.
Advances from the FHLB, retail deposits and securities sold under agreements to
repurchase have been the primary sources to balance the Corporation's funding
needs during each of the periods presented. The Corporation experienced net
decreases in retail deposits of $234.1 million and $98.3 million, respectively,
for the three months ended September 30, 1998 and 1997, primarily due to
depositors leaving for higher interest rates. In addition, for the three months 
ended September 30, 1998, First Colorado issued 1,400,000 shares of common stock
on August 14, 1998 prior to its merger with the Corporation. Such offering 
resulted in the receipt of net proceeds totaling $32.5 million.

The Corporation will continue to grow its franchise through an ongoing program
of selective acquisitions of other financial institutions, as well as through
internal growth. The Corporation has considered and will continue to consider
possible mergers with and acquisitions of other selected financial institutions.
During the three months ended September 30, 1998, the Corporation consummated
the acquisitions of AmerUs and First Colorado, and entered into an agreement to
acquire Midland. See Notes B and D in the Notes to the Consolidated Financial
Statements for additional information on these completed and pending
acquisitions. Such acquisitions present the Corporation with the opportunity to
further expand its community banking retail network in its existing markets; and
to increase its earnings potential by increasing its mortgage, consumer and
commercial loan volumes funded primarily by deposits which generally bear lower
rates of interest than alternative sources of funds. Acquisition candidates are
selected based on the extent to which the candidate can enhance the
Corporation's retail presence in new or existing markets and complement the
Corporation's present retail network.

At September 30, 1998, the Corporation had issued commitments totaling
approximately $719.8 million to fund and purchase loans and mortgage-backed
securities as follows: $397.5 million of single-family fixed-rate mortgage
loans, $57.5 million of single-family adjustable-rate mortgage loans, $193.0
million of unused lines of credit for commercial and consumer use, $21.8 million
of commercial real estate loans and $50.0 million of mortgage-backed securities.
These outstanding loan commitments to extend credit in order to originate loans
or fund commercial and consumer loan lines of credit do not necessarily
represent future cash requirements since many of the commitments may expire
without being drawn. The Corporation expects to fund these commitments, as
necessary, from the sources of funds previously described. In addition, at
September 30, 1998, the Corporation had approximately $416.3 million in
mandatory forward delivery commitments to sell residential mortgage loans, $76.0
million in commitments to sell mortgage-backed securities and $4.0 million in
commitments to sell investment securities.

The maintenance of an appropriate level of liquid resources to meet not only
regulatory requirements but also to provide funding necessary to meet the
Corporation's current business activities and obligations is an integral element
in the management of the Corporation's assets. The Bank is required by federal
regulation to maintain a minimum average daily balance of cash and certain
qualifying liquid investments equal to 4.0% of the aggregate of the prior
month's daily average savings deposits and short-term borrowings. The Bank's
liquidity ratio was 7.68% at September 30, 1998. Liquidity levels will vary
depending upon savings flows, future loan fundings, cash operating needs,
collateral requirements and general prevailing economic conditions. The Bank
does not foresee any difficulty in meeting its liquidity requirements.

RESULTS OF OPERATIONS:
----------------------

Net income for the three months ended September 30, 1998, was $15.1 million, or
$.25 per diluted share ($.26 per basic share), compared to net income of $26.0
million, or $.46 per diluted share ($.47 per basic share) for the three months
ended September 30, 1997. The decrease in net income for the three months ended
September 30, 1998, compared to the three months ended September 30, 1997, is
primarily due to net increases of $15.8 million in merger expenses, $3.5 million
in general and administrative expenses and $1.5 million in amortization of
intangible assets. These decreases to net income were partially offset by
increases of $4.9 million in net interest income after provision for loan and
lease losses, a decrease of $1.1 million in provision for income taxes and an
increase of $3.9 million in total other income.

                                       17
<PAGE>
 
RESULTS OF OPERATIONS (Continued):
----------------------------------

Net Interest Income:
--------------------

Net interest income was $74.6 million for the three months ended September 30,
1998, compared to $67.6 million for the three months ended September 30, 1997,
resulting in an increase of $7.0 million, or 10.3%. The interest rate spread was
2.86% at September 30, 1998, compared to 2.61% at September 30, 1997, an
increase of 25 basis points. During the three months ended September 30, 1998
and 1997, interest rate spreads were 2.71% and 2.58%, respectively, an increase
of 13 basis points; and the yield on interest-earning assets was 2.89%, up six
basis points from 2.83% over the same respective periods of time. The average
balance of interest-earning assets increased $760.9 million for the three months
ended September 30, 1998 compared to the same period ended September 30, 1997,
while the average balance of interest-bearing liabilities increased $837.2
million over the same respective periods of time. The increases in these average
balances are due to the acquisitions of AmerUs on July 31, 1998 and First
National on January 30, 1998, and to internal growth. Net interest income
increased for the three months ended September 30, 1998 compared to 1997 due to
the increase in the average balances for loans and leases (even though average
rates declined) partially offset by increases in the average balances of savings
deposits and FHLB advances. The future trend in interest rate spreads and net
interest income will be dependent upon such factors as the composition and size
of the Corporation's interest-earning assets and interest-bearing liabilities,
the interest rate risk exposure of the Corporation and the maturity and
repricing activity of interest-sensitive assets and liabilities, as influenced
by changes in and levels of both short-term and long-term market interest rates.

The following table presents certain information concerning yields earned on
interest-earning assets and rates paid on interest-bearing liabilities during
and at the end of each of the periods presented:

----------------------------------------------------------------------
                                      For the Three
                                       Months Ended            At
                                       September 30,     September 30,
                                      --------------     -------------
                                       1998     1997     1998     1997
----------------------------------------------------------------------
Weighted average yield on:
   Loans and leases                    8.00%    8.21%    8.04%    8.15%
   Mortgage-backed securities          6.16     6.25     6.43     6.76
   Investments                         6.58     7.09     6.49     6.77
----------------------------------------------------------------------
      Interest-earning assets          7.69     7.84     7.78     7.84
----------------------------------------------------------------------
Weighted average rate paid on:
   Savings deposits                    3.00     3.05     2.96     3.12
   Other time deposits                 5.59     5.79     5.62     5.76
   Advances from FHLB                  5.76     5.98     5.60     5.89
   Securities sold under agreements
      to repurchase                    5.95     6.04     5.81     6.03
   Other borrowings                    8.90    10.31     7.90     8.71
----------------------------------------------------------------------
      Interest-bearing liabilities     4.98     5.26     4.92     5.23
----------------------------------------------------------------------
Interest rate spread                   2.71%    2.58%    2.86%    2.61%
----------------------------------------------------------------------
Net annualized yield on
   interest-earning assets             2.89%    2.83%    3.02%    2.89%
----------------------------------------------------------------------

                                       18
<PAGE>
 
Net Interest Income (Continued):
--------------------------------

The table below presents average interest-earning assets and average
interest-bearing liabilities, interest income and interest expense, and average
yields and rates during the three months ended September 30, 1998. The following
table includes nonaccruing loans averaging $52.3 million for the three months
ended September 30, 1998, as interest-earning assets at a yield of zero percent:

----------------------------------------------------------------------
                                            Three Months Ended
                                            September 30, 1998
                                     ---------------------------------
                                                            Annualized
                                       Average                 Yield/
                                       Balance      Interest   Rate
----------------------------------------------------------------------
Interest-earning assets:
   Loans and leases                  $ 8,412,507    $ 168,470   8.00%
   Mortgage-backed securities          1,107,381       17,049   6.16
   Investments                           811,689       13,342   6.58
--------------------------------------------------------------------
      Interest-earning assets         10,331,577      198,861   7.69
--------------------------------------------------------------------
Interest-bearing liabilities:                        
   Savings deposits                    2,732,680       20,685   3.00
   Other time deposits                 4,328,722       61,022   5.59
   Advances from FHLB                  2,351,273       34,109   5.76
   Securities sold under                             
      agreements to repurchase           326,414        4,961   5.95
   Other borrowings                      155,728        3,464   8.90
--------------------------------------------------------------------
      Interest-bearing liabilities     9,894,817      124,241   4.98
--------------------------------------------------------------------
                                                     
Net earnings balance                 $   436,760     
                                     ===========     
                                                     
Net interest income                                 $  74,620
                                                    =========
                                                     
Interest rate spread                                            2.71%
--------------------------------------------------------------------
                                                     
Net annualized yield on                              
   interest-earnings assets                                     2.89%
--------------------------------------------------------------------

The net earnings balance (the difference between average interest-bearing
liabilities and average interest-earning assets) decreased by $76.3 million for
the three months ended September 30, 1998, compared to the three months ended
September 30, 1997. Such decrease is primarily due to the acquisition of AmerUs
which was financed by the $40.0 million one year notes, in part by the $45.0
million unsecured term note due July 31, 2003 and by the outlay of cash. In
addition, the average balance of mortgage-backed securities decreased $260.9
million over the same respective periods of time due to principal repayments and
sales.

                                      19
<PAGE>
 
Net Interest Income (Continued):
--------------------------------

The table below presents the dollar amount of changes in interest income and
expense for each major component of interest-earning assets and interest-bearing
liabilities, respectively, and the amount of change in each attributable to: (i)
changes in volume (change in volume multiplied by prior year rate), and (ii)
changes in rate (change in rate multiplied by prior year volume). The net change
attributable to change in both volume and rate, which cannot be segregated, has
been allocated proportionately to the change due to volume and the change due to
rate. The following table demonstrates the effect of the increased volume of
interest-earning assets and interest-bearing liabilities, the changes in
interest rates and the effect on the interest rate spreads previously discussed:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                            Three Months Ended
                                                       September 30, 1998 Compared
                                                          to September 30, 1997
                                                    --------------------------------
                                                       Increase (Decrease) Due to
------------------------------------------------------------------------------------
                                                     Volume       Rate        Net
------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>     
Interest Income:
   Loans and leases                                 $ 20,158    $ (4,434)   $ 15,724
   Mortgage-backed securities                         (4,020)       (312)     (4,332)
   Investments                                           662      (1,017)       (355)
------------------------------------------------------------------------------------
      Interest income                                 16,800      (5,763)     11,037
------------------------------------------------------------------------------------

Interest expense:
   Savings deposits                                    4,098         141       4,239
   Other time deposits                                  (235)     (2,118)     (2,353)
   Advances from FHLB                                  7,390      (1,046)      6,344
   Securities sold under agreements to repurchase     (4,278)       (135)     (4,413)
   Other borrowings                                      732        (489)        243
------------------------------------------------------------------------------------
      Interest expense                                 7,707      (3,647)      4,060
------------------------------------------------------------------------------------
Effect on net interest income                       $  9,093    $ (2,116)   $  6,977
------------------------------------------------------------------------------------
</TABLE>

The net improvements due to changes in volume for the three months ended
September 30, 1998, compared to September 30, 1997, reflect the net growth the
Corporation has experienced, both internally and from acquisitions. The net
decreases due to changes in rates between the three month periods ended
September 30, 1998 and 1997, reflect the decreases in rates on all interest
earning assets, partially offset by decreases in rates on interest-bearing
liabilities, primarily other time deposits and FHLB advances.

Provision for Loan and Lease Losses and Real Estate Operations:
---------------------------------------------------------------

The Corporation recorded loan and lease loss provisions totaling $3.8 million,
for the three months ended September 30, 1998, compared to $1.7 million for the
three months ended September 30, 1997. The provision for the three months ended
September 30, 1998, is higher by $2.1 million compared to the three months ended
September 30, 1997, primarily due to additional nonrecurring loss reserves
totaling $1.0 million recorded to conform the reserve positions of First
Colorado to the policies of the Corporation and to the reserves recorded
pursuant to the net increase in loans and leases ($1.118 billion increase
comparing balances at September 30, 1998 to September 30, 1997). The allowance
for loan and lease losses is based upon management's continuous evaluation of
the collectibility of outstanding loans and leases, which takes into
consideration such factors as changes in the composition of the loan and lease
portfolios and economic conditions that may affect the borrower's ability to
pay, regular examinations by the Corporation's credit review group of specific
problem loans and leases and of the overall portfolio quality and real estate
market conditions in the Corporation's lending areas.

The Corporation recorded a net loss from real estate operations of $161,000 for
the three months ended September 30, 1998, compared to a net loss of $23,000 for
the three months ended September 30, 1997. Real estate operations reflect
provisions for real estate losses, net real estate operating activity, and gains
and losses on dispositions of real estate.

                                      20

<PAGE>
 
Provision for Loan and Lease Losses and Real Estate Operations (Continued):
---------------------------------------------------------------------------

Nonperforming assets are monitored on a regular basis by the Corporation's
internal credit review and asset workout groups. Nonperforming assets increased
$9.9 million at September 30, 1998, compared to June 30, 1998, resulting from
net increases of $5.9 million in nonperforming loans and leases, $2.0 million in
real estate and $2.0 million in troubled debt restructurings. Nonperforming
assets as of the dates indicated are summarized as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                                September 30,  June 30,
                                                                     1998       1998
--------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>    
Nonperforming loans and leases:
   Residential real estate loans                                    $48,168    $43,212
   Commercial real estate loans                                         992      1,369
   Consumer loans                                                     3,934      2,651
   Leases and other loans                                             2,202      2,134
--------------------------------------------------------------------------------------
       Total                                                         55,296     49,366
--------------------------------------------------------------------------------------

Real estate:
   Commercial                                                         6,891      8,891
   Residential                                                       12,892      8,874
--------------------------------------------------------------------------------------
       Total                                                         19,783     17,765
--------------------------------------------------------------------------------------

Troubled debt restructurings:
   Commercial                                                         5,529      3,524
   Residential                                                          727        778
--------------------------------------------------------------------------------------
       Total                                                          6,256      4,302
--------------------------------------------------------------------------------------

Total nonperforming assets                                          $81,335    $71,433
--------------------------------------------------------------------------------------

Nonperforming loans and leases to total loans and leases                .63%       .62%
Nonperforming assets to total assets                                    .73%       .69%
--------------------------------------------------------------------------------------

Allowance for loan and lease losses:
   Loans and leases (1)                                       $64,617    $56,295
   Bulk purchased loans (2)                                           7,899      8,462
--------------------------------------------------------------------------------------
       Total                                                        $72,516    $64,757
--------------------------------------------------------------------------------------

Allowance for loan and lease losses to total loans and leases           .82%       .81%
Allowance for loan and lease losses to total nonperforming assets     89.16%     90.65%
--------------------------------------------------------------------------------------
</TABLE>

(1)      Includes $96,000 and $97,000 at September 30, 1998 and June 30, 1998,
         respectively, in general allowance for losses established primarily to
         cover risks associated with borrowers' delinquencies and defaults on
         loans held for sale.

(2)      Represents the allowance for loan losses for single-family residential
         whole loans purchased between January 1991 and June 30, 1992 (bulk
         purchased loans), which had been allocated from the amount of net
         discounts associated with the Corporation's purchase of these loans to
         provide for the credit risk associated with such bulk purchased loans.
         These bulk purchased loans had principal balances of $361.9 million and
         $388.5 million, respectively, at September 30, 1998 and June 30, 1998.
         These allowances are available only to absorb losses associated with
         respective bulk purchased loans and are not available to absorb losses
         from other loans.

                                       21
<PAGE>
 
Provision for Loan and Lease Losses and Real Estate Operations (Continued):
---------------------------------------------------------------------------

The ratio of nonperforming loans and leases to total loans and leases was .63%
at September 30, 1998, based on loan and lease balances of $8.796 billion,
compared to .62% at June 30, 1998 based on respective loan and lease balances
approximating $8.020 billion. The ratio of nonperforming assets to total assets
was .73% at September 30, 1998, compared to .69% at June 30, 1998. Ratios for
nonperforming loans and leases to total loans and leases increased compared to
June 30, 1998, due to increases in such nonperforming loans and leases,
primarily delinquent residential real estate loans and consumer loans, partially
offset by the net increase in loans and leases at September 30, 1998, compared
to June 30, 1998. Ratios for nonperforming assets to total assets increased
compared to June 30, 1998 due to increases in total nonperforming assets
partially offset by the net increase in total assets. The percentage of
allowance for loan and lease losses to total loans and leases increased slightly
compared to June 30, 1998, due primarily to the net increase in the loss
allowance partially offset by the net increase in loans and leases at September
30, 1998, compared to June 30, 1998. The allowance for loan and lease losses to
total nonperforming assets remained relatively unchanged at September 30, 1998,
compared to June 30, 1998.

Nonperforming loans and leases at September 30, 1998, increased by $5.9 million
compared to June 30, 1998, primarily due to net increases totaling $5.0 million
and $1.3 million, respectively, for delinquent residential real estate loans and
delinquent consumer loans. These increases were partially offset by a net
decrease of $377,000 in delinquent commercial real estate loans. The net
increase in real estate of $2.0 million at September 30, 1998, compared to June
30, 1998, is due primarily to the net increase in residential real estate
properties partially offset by the net dispositions of commercial real estate.
The net increase of $2.0 million in troubled debt restructurings at September
30, 1998, compared to June 30, 1998, is primarily attributable to a net increase
in commercial real estate loans of $2.0 million with the net decreases due
primarily to loan principal repayments.

Loan Servicing Fees:
--------------------

Fees from loans serviced for other institutions totaled $8.4 million and $8.9
million, respectively, for the three months ended September 30, 1998 and 1997.
The decrease comparing the respective periods is primarily due to a net decrease
in loans serviced for other institutions comparing fiscal the year 1998 period
to the fiscal year 1997 period. At September 30, 1998 and 1997, the
Corporation's mortgage servicing portfolio approximated $7.321 billion and
$7.411 blion, respectively.

The value of the Corporation's loan servicing portfolio increases as mortgage
interest rates rise and loan prepayments decrease. It is expected that income
generated from the Corporation's loan servicing portfolio will increase in such
an environment. However, this positive effect on the Corporation's income is
offset, in part, by a decrease in additional servicing fee income attributable
to new loan originations, which historically decrease in periods of higher, or
increasing, mortgage interest rates, and by an increase in expenses from loan
production costs since a portion of such costs cannot be deferred due to lower
loan originations. Conversely, the value of the Corporation's loan servicing
portfolio will decrease as mortgage interest rates decline.

Retail Fees and Charges:
------------------------

Retail fees and charges totaled $9.4 million and $7.1 million, respectively, for
the three months ended September 30, 1998 and 1997. The net increase results
primarily from increases in certain checking account fees and related ancillary
fees for overdraft and insufficient funds charges attributable to a significant
increase in the number of retail checking accounts at September 30, 1998,
compared to September 30, 1997. The AmerUs and First National acquistions 
contributed over $1.0 million in retail fees and charges for the three months 
ended September 30, 1998.

Gain on Sales of Loans:
-----------------------

The Corporation sold loans to third parties through its mortgage banking
operations resulting in net pre-tax gains of $1.9 million on loans sold totaling
$513.3 million for the three months ended September 30, 1998, compared to net
pre-tax gains of $579,000 on loans sold totaling $220.7 million for the three
months ended September 30, 1997. Mortgage loans are generally sold in the
secondary market with loan servicing retained and without recourse to the
Corporation. The net gains are attributable to the relatively stable interest
rate environments over the respective periods.

                                       22
<PAGE>
 
Gain on Sales of Securities:
----------------------------

The Corporation sold securities available for sale resulting in net pre-tax
gains of $1.7 million for the three months ended September 30, 1998, on sales
totaling $78.5 million, compared to $23,000 for the three months ended September
30, 1997 on sales totaling $7.9 million.

Other Operating Income:
-----------------------

Other operating income totaled $5.7 million for the three months ended September
30, 1998, compared to $6.4 million for the three months ended September 30,
1997. The major components of other operating income are brokerage commissions,
credit life and disability commissions, insurance commissions and leasing
operations. Such amounts were relatively stable comparing both periods. The net
decrease for the three months ended September 30, 1998, compared to 1997 is
primarily attributable to nonrecurring items recorded in the September 30, 1997
first quarter: $478,000 from excess trustee fees on debt payoff, $402,000 from
bankruptcy settlements and a net pre-tax gain of $355,000 from the sale of a
portion of loan servicing rights.

General and Administrative Expenses:
------------------------------------

General and administrative expenses totaled $65.9 million for the three months
ended September 30, 1998, compared to $46.7 million for the three months ended
September 30,1997.

The net increase of $19.2 million for the three months ended September 30, 1998,
compared to the three months ended September 30, 1997, is primarily due to net
increases in merger expenses of $15.8 million, occupancy and equipment of $1.6
million, compensation and benefits of $1.3 million and advertising of $486,000.
Such net increase comparing quarters is primarily due to the current fiscal year
merger expenses totaling $16.0 million primarily associated with the First
Colorado acquisition compared to $187,000 initially recorded in the first
quarter ended September 30, 1997 for the fiscal year 1998 acquisitions. The
other increases in general and administrative expenses are due to the AmerUs and
First National acquisitions which were accounted for under the purchase method 
of accounting. These acquisitions result in increased personnel wages and
benefits and costs of operating additional branches, as well as other expenses
also incurred on an indirect basis attributable to these acquisitions.

                                      23
<PAGE>
 
Amortization of Intangible Assets:
----------------------------------

Amortization of intangible assets totaled $3.3 million for the three months
ended September 30, 1998, compared to $1.7 million for the three months ended
September 30, 1997. The net increase for the three months ended September 30,
1998 compared to 1997 is due to the AmerUs acquisition and the First National
acquisition both of which were accounted for as purchases.

Provision for Income Taxes:
---------------------------

For the three months ended September 30, 1998, the provision for income taxes
totaled $13.4 million compared to $14.6 million for the three months ended
September 30, 1997. The effective income tax rates for the three months ended
September 30, 1998 and 1997, were 47.0% and 36.0%, respectively. The effective
tax rates for both periods vary from the applicable statutory rates primarily
due to the nondeductibility of amortization of intangible assets in relation to
the level of taxable income for the respective periods and to the
nondeductibility of certain merger-related expenses and other nonrecurring
charges.

Year 2000:
----------

The year 2000 poses an important business issue regarding how existing
application software programs and operating systems can accommodate this date
value. Many computer programs that can only distinguish the final two digits of
the year entered are expected to read entries for the year 2000 as the year
1900. Like most financial service providers, the Corporation may be
significantly affected by the Year 2000 issue due to the nature of financial
information. Software, hardware and equipment both within and outside the
Corporation's direct control and with whom the Corporation electronically or
operationally interfaces are likely to be affected. If computer systems are not
adequately changed to identify the Year 2000, many computer applications could
fail or create erroneous results. As a result, many calculations that rely on
the data field information, such as interest, payment or due dates and other
operating functions, may generate results that could be significantly misstated,
and the Corporation could experience a temporary inability to process
transactions and engage in normal business activities.

All of the significant computer programs of the Corporation that could be
affected by this issue are provided by major third party vendors. The
Corporation is in the process of replacing/upgrading most of its computer
systems and programs, as well as most equipment, in order to provide
cost-effective and efficient delivery of services to its customers, information
to management, and to provide additional capacity for processing information and
transactions due to acquisitions. The total cost of the Year 2000 project is
estimated to approximate $14.0 million which will be funded through cash flows
from operations. Most of the total project cost is expected to be capitalized
since it involves the purchase of computer systems, programs and equipment. In
addition, during fiscal year 1998 the Corporation expensed $4.3 million due to
accelerated amortization of certain computer systems and software necessitated
by Year 2000 compliance and the related planned systems conversions. The
adjusted carrying amount of these computer systems and software will continue to
be depreciated until their disposal at the date of conversion. 

The third party vendors have advised the Corporation that all such computer
systems and programs either are or shortly will be Year 2000 compliant. The
Corporation tests all such systems before integration into its computer
environment. The Corporation has scheduled certain operations that were
converted in October 1998. This conversion allowed the corporation to resolve
application and conversion problems that arose and to do further testing to
enhance software programs and future conversions. Final conversions are
scheduled for completion early in calendar year 1999.

The Corporation has also initiated formal communications with non-mainframe
software and hardware vendors to determine the extent to which the Corporation's
interface systems may be vulnerable to those third parties' failure to remediate
their own Year 2000 issues. If the third party vendors are unable to resolve
Year 2000 issues in time, the conversion is delayed significantly or major
problems arise as a result of the conversion, the Corporation would likely
experience significant data processing delays, mistakes or failures. Theses
delays, mistakes or failures could have significant adverse impact on the
financial condition and results of operations of the Corporation. In addition,
there can be no assurance that the systems of other companies on which the
Corporation's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Corporation's systems, would not have a material adverse effect on the
Corporation. The Corporation has developed a Year 2000 contingency plan that
addresses, among other issues, critical operations and potential failures
thereof, and strategies for business continuation such as contracting with
alternative vendors and re-deployment of internal staff as needed in critical
areas. The Corporation is also evaluating non-technical systems that rely on
imbedded technology in their critical processes so that such systems will
continue to operate without interruption.

                                       24
<PAGE>
 
                           PART II. OTHER INFORMATION
                           --------------------------

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

         On August 14, 1998, the Corporation consummated its acquisition of
         First Colorado which was accounted for as a pooling of interests. One
         of the requirements of the transaction with First Colorado was the
         issuance of 1,400,000 shares of First Colorado common stock immediately
         prior to the consummation of the merger. Such requirement was necessary
         to cure the taint on the treasury stock of First Colorado so this
         transaction could be accounted for as a pooling of interests. These
         shares offered directly by First Colorado (and placed by Merrill Lynch
         & Co. and Fox-Pitt, Kelton Inc.) resulted in gross cash proceeds (prior
         to any transaction costs) of $33,425,000 less the placement agent's
         commission of $919,000, or net proceeds totaling $32,506,000.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         A Special Meeting of Stockholders was called on July 3, 1998, for
         shareholders of record at May 14, 1998. The purpose of the meeting was
         as follows:

         (1) Approval of the First Colorado merger. In addition, an amendment to
             the Corporation's Articles of Incorporation to increase the number
             of shares authorized from 50,000,000 to 70,000,000 was required to
             consummate the acquisition of First Colorado.

         (2) Approval of an amendment to the Corporation's Articles of
             Incorporation to further increase the number of authorized shares
             from 70,000,000 to 120,000,000 shares. In the event the First
             Colorado merger was not approved, this amendment would increase the
             authorized shares from 50,000,000 to 100,000,000 shares. This
             increase in the total number of authorized shares would allow the
             Corporation to meet its future needs and provide greater
             flexibility in responding to advantageous business opportunities
             including possible future acquisition opportunities.

         (3) Approval of an amendment to the Corporation's 1996 Stock Option and
             Incentive Plan to increase the number of shares available for grant
             by 2,400,000. The purpose for this amendment was to encourage stock
             ownership and to attract, retain and motivate the best available
             personnel and provide incentives for such individuals to promote
             the success of the Corporation.

         At the Special Meeting of Stockholders on July 3, 1998, the three
         proposals were approved. The proposals approved were (i) the First
         Colorado transaction and an amendment to the Corporation's Articles of
         Incorporation to increase the number of authorized shares of common
         stock from 50,000,000 to 70,000,000 shares, (ii) an amendment to
         further increase the number of authorized shares from 70,000,000 to
         120,000,000 shares and (iii) an amendment to the Corporation's 1996
         Stock Option and Incentive Plan to increase the number of shares
         available for grant by 2,400,000.

         For the proposals to be approved, Proposal 1 required a minimum two-
         thirds majority of the Corporation's common stock outstanding and
         Proposals 2 and 3 required a minimun of 50% of the votes cost. Voting
         results were as follows (based on 40,314,556 shares on record date 
         entitled to vote): 

         Proposal 1 -  Approval of First Colorado Merger and Increase in 
         ---------------------------------------------------------------
         Authorized Shares
         -----------------


           Votes For      Votes Against       Abstentions or Broker Nonvotes
           ---------      -------------       ------------------------------
           30,401,334        98,212                      3,796,202


         Proposal 2 - Approval to Further Increase Authorized Shares
         -----------------------------------------------------------

           Votes For      Votes Against       Abstentions or Broker Nonvotes
           ---------      -------------       ------------------------------
           31,074,118       1,064,864                    2,156,766


         Proposal 3 - Approval to Amend 1996 Stock Option and Incentive Plan
         -------------------------------------------------------------------

           Votes For      Votes Against       Abstentions or Broker Nonvotes
           ---------      -------------       ------------------------------
           23,589,479       6,784,607                    3,921,662

*  The Form 8-K dated July 3, 1998 to announce the results on the aforementioned
   three proposals voted upon at the Special Meeting is incorporated herein by 
   reference.
<PAGE>
 
Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a). Exhibits:

              Exhibit 4.2 Shareholder Rights Agreement by and between
                          Registrant and Harris Trust and Savings Bank, as
                          amended.

              Exhibit 11. Computation of Earnings Per Share

              Exhibit 27. Financial Data Schedules

         (b). Reports on Form 8-K:

              The Corporation filed a Current Report on Form 8-K dated July 3,
              1998 to announce the results on the three proposals voted upon at
              the Special Meeting held July 3, 1998. See Item 4 "Submission of
              Matters to a Vote of Security Holders" for additional information.

              The Corporation filed a Current Report on Form 8-K dated July 31,
              1998, reporting that the Corporation had consummated the AmerUs
              Bank acquisition. See Note B for additional information concerning
              this acquisition.

              The Corporation filed a Current Report on Form 8-K dated August
              10, 1998 reporting that the Corporation and First Colorado
              Bancorp, Inc. agreed to revise the exchange ratio of common stock
              from .9677 to .9847. The Corporation also filed a Current Report
              on Form 8-K dated August 14, 1998, reporting that the Corporation
              had consummated the First Colorado acquisition. See Note B for
              additional information concerning this acquisition.

              Effective August 14, 1998 the Corporation entered into a
              definitive agreement to acquire Midland First Financial
              Corporation, parent company of Midland Bank located in Missouri. A
              Current Report on Form 8-K was filed on August 19, 1998 by the
              Corporation announcing such agreement. See Note D for additional
              information regarding this pending acquisition.

 
<PAGE>
 
                                   SIGNATURES
                                   ----------



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 thereunto duly authorized.



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


    
Date:    December 8,  1998          /s/ James A. Laphen                      
                                    ----------------------------------------
                                    James A. Laphen, President, Chief
                                    Operating Officer and Chief
                                    Financial Officer (Duly Authorized
                                    and Principal Financial Officer)



    
Date:    December 8, 1998           /s/ Gary L. Matter                       
                                    ----------------------------------------
                                    Gary L. Matter, Senior Vice President,
                                    Controller and Secretary
                                    (Principal Accounting Officer)

                                      27