EX-99.77Q1 OTHR EXHB

Explanatory Statement for the CREF Form N-SAR
for the semiannual period ended 12-31-13
in response to Question 77Q1


CREF MATTERS SUBMITTED TO A VOTE

On July 16, 2013, the College Retirement Equities Fund (CREF) held a
special meeting of participants so that its Participants could consider
and vote upon certain matters, in accordance with the terms of the Proxy
Statement on Schedule 14A, incorporated herein by reference, filed by
CREF with the Securities and Exchange Commission (SEC) on June 7, 2013,
File No. 811-04415. A summary of these matters and the results of the
participants' meeting are included in CREF's December 31, 2013 annual
report, which is included in CREF's 2013 annual Form N-CSR filing with
the SEC.

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Participants of the College
Retirement Equities Fund:
In planning and performing our audit of the financial statements
of the College Retirement Equities Fund (Stock Account, Global
Equities Account, Growth Account, Equity Index Account, Bond
Market Account, Inflation-Linked Bond Account, Social Choice
Account, and Money Market Account, hereinafter referred to as
the "Accounts" or generically as a "fund") as of and for the
year ended December 31, 2013, in accordance with the standards
of the Public Company Accounting Oversight Board (United States),
we considered the Accounts' internal control over financial
reporting, including controls over 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 control over financial reporting. Accordingly, we do
not express an opinion on the effectiveness of the Accounts'
internal control over financial reporting.

The management of the Accounts is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A fund's 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. A fund's internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions
of the assets of the fund; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the
fund are being made only in accordance with authorizations of
management and trustees of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a fund'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 deficiency in internal control over financial reporting 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 material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of the Accounts' annual or interim financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Accounts' internal control 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 material weaknesses under
standards established by the Public Company Accounting Oversight Board
(United States). However, we noted no deficiencies in the Accounts'
internal control over financial reporting and its operation, including
controls over safeguarding securities that we consider to be material
weaknesses as defined above as of December 31, 2013.

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


February 19, 2014