SUPPLEMENT NO. 3
dated December 15, 2005
to the Statement of Additional Information (SAI) dated May 1, 2005
for College Retirement Equities Fund (CREF)

On November 14, 2005, Elizabeth A. Monrad resigned as Executive Vice President and Chief Financial Officer of CREF and all other TIAA-CREF related companies. Ms. Monrad was on an unpaid leave of absence since May 10, 2005. Russell Noles continues to serve as Vice President and Acting Chief Financial Officer of CREF.

On October 26, 2005, Carol Baldwin Moody resigned her position as Chief Compliance Officer for CREF and all other TIAA-CREF related companies. Eric C. Oppenheim has been appointed Vice President and Acting Chief Compliance Officer for CREF and will be assuming the responsibilities of Chief Compliance Officer while the company searches for a permanent replacement for Ms. Moody.

The SAI for CREF is supplemented by:

1.	Changing the text of the footnote appended to the description of position(s) held by Russell Noles, under “Officers” in the “Management” section, in Supplement No. 1 to the SAI dated May 27, 2005, to read as follows:
*	Elizabeth A. Monrad resigned as Executive Vice President and Chief Financial Officer of CREF on November 14, 2005. Russell Noles continues to serve as Vice President and Acting Chief Financial Officer of CREF.
2.	Inserting the following under “Officers” in the “Management” section of the SAI to read as follows:

		Term of Office
Name,	Position(s) held	and Length of
Address and Age	with CREF	Time Served	Principal Occupation(s) during past 5 years
Eric Oppenheim	Vice President and	Indefinite term.	Vice President and Acting Chief Compliance
TIAA-CREF	Acting Chief	Vice President	Officer of the TIAA-CREF Funds, Investment
730 Third Avenue	Compliance	and Acting Chief	Management, Tuition Financing, Advisors, and
New York, NY	Officer**	Compliance	Services, since 2005. Formerly, Vice
10017-3206		Officer	President, Compliance Officer of TIAA,
Age: 57		since 2005.	2004-2005; First Vice President, Manager of
			Compliance and Centralized Trust Functions,
			Private Banking Division, 2001-2004,
			Manager of Compliance and Regulatory
			Affairs, Investment Banking Division,
			1993-2001, Comerica Incorporated.

**      On October 26, 2005 Eric Oppenheim was appointed acting Chief Compliance Officer while the company searches for a permanent replacement for Carol Baldwin Moody who resigned the position.

A11087 12/05