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UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB NUMBER 3235-0058
	Expires: March 31, 2006
FORM 12b-25	Estimated average burden
	hours per response 2.50
NOTIFICATION OF LATE FILING
	SEC FILE NUMBER
	033-00480
	CUSIP NUMBER
	N/A

(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [X] Form N-SAR 

                                                                             For Period Ended: December 31, 2004 

                                                                             [ ] Transition Report on Form 10-K 

                                                                             [ ] Transition Report on Form 20-F 

                                                                             [ ] Transition Report on Form 11-K 

                                                                             [ ] Transition Report on Form 10-Q 

                                                                             [ ] Transition Report on Form N-SAR 

                                                                             For the Transition Period Ended: 

Read Instruction (on back page) Before Preparing Form. Please Print or Type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 

____________________________________________________________________________________________________________

PART I -- REGISTRANT INFORMATION

College Retirement Equities Fund
Full Name of Registrant

_____________________________________________________________
Former Name if Applicable

___730 Third Avenue______________________________________________________________
Address of Principal Executive Office (Street and Number)

New York, New York 10017________________________________________________________
City, State and Zip Code

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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

[  ]	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated
		without unreasonable effort or expense;
[  ]	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-
		F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar
		day following the prescribed due date; or the subject quarterly report or transition report on
		Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the
		prescribed due date; and
[  ]	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if
		applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

The College Retirement Equities Fund (“CREF”) is filing this report for a 15-day extension, from March 1, 2006 to March 15, 2006, for filing its report on Form N-SAR for the period ended December 31, 2005 (the “Form N-SAR”). CREF was unable to file the Form N-SAR by March 1, 2006 because the audit of its financial statements and the review of the financial statements by management are still in the process of being completed. In particular, CREF is continuing to have ongoing discussions with its independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), regarding various matters needed by PwC in order to complete its audit. The Account anticipates that it will be able to file its complete Form N-SAR by March 15, 2006.

SEC 1344 (07-03)	Persons who are to respond to the collection of information contained in
	This form are not required to respond unless the form displays a currently
	Valid OMB control number.

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PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Mindy Rotte	212	916-5677
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X]Yes[  ]No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal
	year will be reflected by the earnings statements to be included in the subject report or portion thereof? [  ]Yes [X]No
	If so, attach an explanation of the anticipated change, both narratively andquantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

College Retirement Equities Fund
__________________________________________________
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 1, 2006	By	/s/ Russell Noles
		Acting Chief Financial Officer
		Principal Accounting Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

General Instructions

1.	This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.	One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

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3.	A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.	Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5.	Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation
	S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b)
	of this Chapter).