COLLEGE RETIREMENT EQUITIES FUND
(CREF)

SUPPLEMENT NO. 4

     dated November 26, 2007
to the May 1, 2007 Statement of Additional Information (SAI)

Revision to the Conflicts of Interest Section

The following disclosure should replace the existing section entitled “Potential Conflicts of Interest of Advisors and Portfolio Managers” on page B-30 of the SAI for CREF in its entirety:

“POTENTIAL CONFLICTS OF INTEREST OF ADVISORS AND PORTFOLIO MANAGERS

Portfolio managers of CREF’s investment accounts (the “Accounts”) may also manage other registered investment companies or unregistered investment pools and investment accounts, including accounts for Teachers Insurance and Annuity Association (“TIAA”) or other proprietary accounts, which may raise potential con-flicts of interest. TIAA-CREF Investment Management, LLC (“Investment Management”) has put in place policies and procedures designed to mitigate any such conflicts. Such conflicts and mitigating policies and procedures include the following:

Conflicting Positions. Investment decisions made for the Accounts may differ from, and may conflict with, investment decisions made by Investment Management or its affiliated investment adviser, Teachers Advisors, Inc. (“Advisors”), for other client or proprietary accounts due to differences in investment objectives, investment strategies, account benchmarks, client risk profiles and other factors. As a result of such differences, if an account were to sell a significant position in a security while a CREF Account maintained its position in that security, the market price of such securities could decrease and adversely impact the Account’s performance. In the case of a short sale, the selling account would benefit from any decrease in price.

Allocation of Investment Opportunities. Even where accounts have similar investment mandates as a CREF Account, Advisors may determine that investment opportunities, strategies or particular purchases or sales are appropriate for one or more other client or proprietary accounts, but not for the Account, or are appropriate for the Account but in different amounts, terms or timing than is appropriate for other client or proprietary accounts. As a result, the amount, terms or timing of an investment by an Account may differ from, and performance may be lower than, investments and performance of other client or proprietary accounts.

Aggregation and Allocation of Orders. Investment Management may aggregate orders of the CREF Accounts and its other accounts (including proprietary accounts), and orders of client accounts managed by Advisors. Although aggregating orders is a common means of reducing transaction costs for participating accounts, Investment Management may be perceived as causing one client account, such as a CREF Account, to participate in an aggregated transaction in order to increase Investment Management’s overall allocation of securities in that transaction or future transactions. Allocations of aggregated trades may also be perceived as creating an incentive for Investment Management to disproportionately allocate securities expected to increase in value to certain client or proprietary accounts, at the expense of a CREF Account. In addition, an Account may bear the risk of potentially higher transaction costs if aggregated trades are only partially filled or if orders are not aggregated at all.

Investment Management has adopted procedures designed to mitigate the foregoing conflicts of interest by treating each account, including the CREF Accounts, fairly and equitably over time in the allocation of investment opportunities and the aggregation and allocation of orders. The procedures also are designed to mitigate conflicts in potentially inconsistent trading and provide guidelines for trading priority. Moreover, Investment

Management’s trading activities are subject to supervisory review and compliance monitoring to help address and mitigate conflicts of interest and ensure that accounts are being treated fairly and equitably over time.

For example, in allocating investment opportunities, a portfolio manager considers an account’s investment objectives, investment restrictions, cash position, need for liquidity, sector concentration and other objective criteria. In addition, orders for the same single security are generally aggregated with other orders for the same single security received at the same time. If aggregated orders are fully executed, each participating account is allocated its pro rata share on an average price and trading cost basis. In the event the order is only partially filled, each participating account receives a pro rata share. Portfolio managers are also subject to restrictions on potentially inconsistent trading of single securities, although a portfolio manager may sell a single security short if the security is included in an account’s benchmark and the portfolio manager is underweight in that security relative to the account’s benchmark. Moreover, the procedures set forth guidelines for trading priority with long sales of single securities generally having priority over short sales of the same or closely related securities.

Investment Management’s procedures also address basket trades (trades in a wide variety of securities—on average approximately 100 different issuers) used in quantitative strategies. However, basket trades are generally not aggregated or subject to the same types of restrictions on potentially inconsistent trading as single security trades because basket trades are tailored to a particular index or model portfolio based on the risk profile of a particular account pursuing a particular quantitative strategy. In addition, basket trades are not subject to the same trading priority guidelines as single security trades because an automated and systematic process is used to implement trades.

Research. Investment Management allocates brokerage commissions to brokers who provide execution and research services for the Accounts and some or all of Investment Management’s other clients. Such research services may not always be utilized in connection with the CREF Accounts or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Investment Management has adopted procedures with respect to these so-called “soft dollar” arrangements, including the use of brokerage commissions to pay for in-house and nonproprietary research, the process for allocating brokerage, and Investment Management’s practices regarding the use of third-party soft dollars.

IPO allocation. Investment Management has adopted procedures to ensure that it allocates initial public offerings to the Accounts and Investment Management’s other clients in a fair and equitable manner, consistent with its fiduciary obligations to its clients.

Compensation. The compensation paid to Investment Management for managing the Accounts, as well as certain other clients, is based on a percentage of assets under management (on an at-cost basis). Investment Management is not paid performance-based fees for its management of the Accounts or any other client accounts. Nevertheless, Investment Management may be perceived as having an incentive to allocate securities that are expected to increase in value to accounts in which Investment Management has a proprietary interest or to certain other accounts in which Investment Management receives a larger asset-based fee.”

A11526
11/07