Sub-Item 77K:  Changes in registrant's certifying
accountant


On February 28, 2005, the Audit Committee of College
Retirement Equities Fund ("CREF"), along with the Board
of Trustees of CREF, approved the appointment of
PricewaterhouseCoopers LLP as CREF's independent
registered public accounting firm for the period ending
December 31, 2005, effective upon completion of
PricewaterhouseCoopers' customary client acceptance
procedures and execution of an engagement letter.

Also, on February 28, 2005, CREF's Audit Committee and
Board of Trustees determined and Ernst & Young LLP
("E&Y") agreed that the audit relationship between E&Y
and CREF (and the other TIAA-CREF entities for which
E&Y serves as auditor) will cease.  E&Y will complete its
audit work for CREF for the period ending December 31,
2004.  E&Y and CREF concur that such notification
constitutes an indication by E&Y that it declines to stand
for reelection within the meaning of Item 4.01 of Form 8-
K.

The reports of E&Y for the fiscal years ended December
31, 2003 and December 31, 2004 and the subsequent
interim period through February 28, 2005 for CREF,
contained no adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principle.

In connection with its audits of CREF for the fiscal years
ended December 31, 2003 and December 31, 2004 and the
subsequent interim period through February 28, 2005, (i)
there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of E&Y,
would have caused them to make reference to the subject
matter of the disagreements in connection with its reports
on the financial statements for such fiscal years, and (ii)
there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.  E&Y has been provided a
copy of the above disclosures, which is made in response to
Item 304 of Regulation S-K, and E&Y has been requested
to furnish a letter stating whether or not it agrees with such
disclosure.  A copy of such letter dated March 14, 2005 is
attached hereto.








Ernst & Young LLP
5 Times Square
New York, New York 10036
Phone : (212) 773-3000
www.ey.com

March 14, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Sub-Item 77K, Changes in Registrant's
Certifying Accountant, of Form N-SAR dated March 14,
2005 of College Retirement Equities Fund and are in
agreement with the statements contained in the second,
third, and fourth paragraphs therein.  We have no basis to
agree or disagree with other statements of the registrant
contained therein.

Very truly yours,

/s/ Ernst & Young LLP

March 14, 2005




WO 374413.1