EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm


To the Board of Trustees and Shareholders
of the College Retirement Equities Funds:


In planning and performing our audit of the financial statements
of the College Retirement Equities Funds (hereafter referred to
as "CREF" and comprised of the Stock Account, Growth
Account, Global Equities Account, Money Market Account,
Equity Index Account, Bond Market Account, Social Choice
Equity Account and Inflation-Linked Bond Account) (the
"Accounts") as of and for the year ended December 31, 2005, in
accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Accounts'
internal controls over financial reporting, including control
activities for safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of
Form N-SAR, but not for the purpose of expressing an opinion
on the effectiveness of the Accounts' internal controls over
financial reporting.  Accordingly, we express no such opinion.

The management of the Accounts is responsible for establishing
and maintaining effective internal controls over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls.  The Accounts' internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Such
internal controls over financial reporting include policies and
procedures that provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition
of a company's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a
control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A significant deficiency is a
control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize,
record, process or report external financial data reliably in
accordance with generally accepted accounting principles such
that there is more than a remote likelihood that a misstatement of
the company's annual or interim financial statements that is more
than inconsequential will not be prevented or detected.  A material
weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Accounts' internal controls over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control over financial reporting that might be significant
deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in the Accounts' internal
controls over financial reporting and their operations, including
controls for safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2005.

This report is intended solely for the information and use of
management and the Board of Trustees of the College Retirement
Equities Fund and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than
these specified parties.


PricewaterhouseCoopers LLP
New York, New York
March 10, 2006

EX-99.77C VOTES

On July 18, 2005, TIAA-CREF College Retirement Equities
Fund ("CREF") held a special shareholder meeting so that
CREF shareholders could consider and vote upon certain
matters. A summary of these matters and the results of
the shareholder meeting are included in CREF's December
31, 2005 annual report, which is included in CREF's 2005
annual N-CSR filing with the Securities and Exchange
Commission.