COLLEGE RETIREMENT EQUITIES FUND
(CREF)

SUPPLEMENT NO. 2
dated August 21, 2006
to the May 1, 2006 Statement of Additional Information (SAI)

Changes to the Board of Trustees

Effective July 18, 2006, Dr. Carleton and Mr. Longstreth retired from the Board of Trustees of College Retirement Equities Fund (“CREF”). Therefore, they should each be removed from the list of trustees in CREF’s SAI.

Also effective July 18, 2006, Dr. Laura T. Starks was appointed to the Board of Trustees of CREF. The following information should be added to the list of trustees in CREF’s SAI.

				Number of
				Portfolios
				in Fund	Other
	Position(s)	Term of Office		Complex	Directorships
	Held with	and Length of	Principal Occupation(s)	Overseen	Held by
Name, Address and Age	CREF	Time Served	During Past 5 Years	by Trustee	Trustee
Laura T. Starks	Trustee	One year term.	Chairman, Department of Finance, the	66	None
c/o Corporate Secretary		Trustee since 2006.	Charles E. and Sarah M. Seay Regents
730 Third Avenue			Chair in Finance (2002–present), and
New York, NY 10017-3206			Director, AIM Investment Center, McCombs
Age: 56			School of Business, University of Texas at
			Austin (2000–present); Professor, University
			of Texas at Austin (1987–present); Fellow,
			Financial Management Association
			(2002–present). Associate Dean for
			Research (2001–2002), Associate Director
			for Research, the Center for International
			Business Education and Research, University
			of Texas at Austin (2000–2003), Director
			of the Bureau of Business Research,
			University of Texas at Austin (2001–2002).

Additionally, in the list of trustees, under the column with the heading “Term of Office and Length of Time Served” the term of office should be changed from “Indefinite term.” to “One year term.” with respect to each trustee.

Dr. Starks will serve as a member of the following Board committees: the Corporate Governance and Social Responsibility Committee and the Operations Committee.

The following should be added to the table disclosing the trustees’ equity ownership in CREF and the TIAA-CREF Fund Complex:

	Dollar Range of Equity	Aggregate Dollar Range of
	Securities in CREF	Equity Securities
Name of Trustee	(as of May 31, 2006)	(as of May 31, 2006)
Laura T. Starks	Over $100,000	Over $100,000

Changes to the Committees of the Board of Trustees

The Audit Committee has been renamed the “Audit and Compliance Committee” and the Finance Committee has been renamed the “Investment Committee.” Additionally, a new committee, the Operations Committee, has been formed to, among other things, oversee contracts with third-party service providers and certain legal, compliance, finance, sales and marketing matters. The current members of the Operations Committee are Prof. Jackson (chair), Dr. Flood, Dr. Jacob and Dr. Starks.

New Chief Financial Officer

Effective July 18, 2006, CREF’s Board of Trustees appointed Georganne C. Proctor as Executive Vice President and Chief Financial Officer of CREF. She replaces Russell Noles, who had held the position of Vice President and Acting Chief Financial Officer of CREF. Consequently, Mr. Noles should be removed from the list of officers in CREF’s SAI and the following information concerning Ms. Proctor should be added to this list.

	Position(s)	Term of Office
	Held with	and Length of	Principal Occupation(s)
Name, Address and Age	CREF	Time Served	During Past 5 Years
Georganne C. Proctor	Executive Vice President	Indefinite term. Executive Vice President	Executive Vice President and Chief
TIAA-CREF	and Chief Financial Officer	and Chief Financial Officer since 2006.	Financial Officer of TIAA and the
730 Third Avenue			TIAA-CREF Fund Complex since 2006.
New York, NY 10017-3206			Manager and Executive Vice President
Age: 49			of TIAA-CREF Investment Management,
			LLC, Director and Executive Vice Presi-
			dent of Teachers Personal Investors Ser-
			vices, Inc. and Teachers Advisors, Inc.
			Formerly, Executive Vice President,
			Finance, Golden West Financial Corp-
			oration (2002–2006) and Senior Vice
			President, Chief Financial Officer and
			Director, Bechtel Group, Inc.
			(1999–2002).

A11225
8/06