Commercial Federal Corp.'s agreement to acquire Omaha neighbor Conservative Savings Corp. for $41.5 million in cash and stock is being met with questions - and even some jeers.

Analysts say Conservative Savings is a sluggish thrift that has had some trouble competing in the keen Omaha market. Conservative's first quarter earnings, for example, fell 67%.

What's more, some analysts say that at about 1.35 times book value, Commercial Federal is paying a price slightly higher than Conservative Savings is worth.

"I don't think they're worth much more than book value," said analyst Edward Bales of Kirkpatrick Pettis in Omaha. "If you are going to buy a bank nowadays, you want a racehorse, not the glue factory."

The deal calls for Commercial Federal to pay $14.39 in cash and stock for each common share of Conservative Savings, and $32.52 for each preferred share. The acquisition is expected to close in the first quarter of 1996.

Commercial Federal, with $6 billion in assets, operates 72 branches in Nebraska, Colorado, Oklahoma, and Kansas.

Conservative Savings operates seven offices in Nebraska and one each in Iowa and Kansas. It has $198 million of deposits and about $383 million of total assets.

William A. Fitzgerald, Commercial Federal's chairman and chief executive, said the purchase of Conservative Savings builds on past acquisitions. In April, the thrift agreed to purchase Railroad Financial Corp., the parent of Railroad Savings Bank of Wichita, Kan., for $36.5 million in stock.

"This acquisition further enhances Commercial Federal's retail franchise and our future earnings potential," Mr. Fitzgerald said."

The deal also affirms Commercial Federal's restored health. After facing insolvency in the late 1980s following the purchase of a failed thrift in Denver and restrictions from federal regulators, Mr. Fitzgerald presided over a reorganization. Now, Commercial has had record income for the past two years.

There was at least one analyst who liked the acquisition. "This is a slam-dunk deal," said analyst Joseph A. Jolson of Montgomery Securities in San Francisco. "If they can do deals like this, then they should do them all day long."

But Conservative Savings, unlike Commercial Federal, is experiencing its difficulties now. Its performance was hurt primarily by rising interest rates and losses from bond sales. Being acquired was, according to several analysts, all but inevitable.

The next question for analysts is when Commercial Federal will be acquired. CAI Corp., its biggest shareholder with a 9.7% stake, hopes it will be soon, according to Steve Ellis, a senior vice president at the Dallas-based company.

CAI, too, had doubts about the purchase of Conservative Savings.

"Is this company really worth this? I don't know. I don't think anybody else would have paid this much for them," Mr. Ellis said.

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