College Retirement Equities Fund – ‘DEF 14A’ for 11/13/03

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     College Retirement Equities Fund                      42    170K 

Document Table of Contents

DEF 14A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the  
 Securities Exchange Act of 1934

Filed by the Registrant  [X]                                              
Filed by a Party other than the Registrant  [_]                           

Check the appropriate box:                                                

[_] Preliminary Proxy Statement                                                 
[_] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
[X] Definitive Proxy Statement                                                  
[_] Definitive Additional Materials                                             
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12           

COLLEGE RETIREMENT EQUITIES FUND

--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)  

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box):                        

[X] No fee required.                                                            
[_] Fee computed on table below per Exchange Act Rules 14a-6(1)(4) and 0-11.    

(1) Title of each class of securities to which transaction applies: N/A   
(2) Aggregate number of securities to which transaction applies: N/A      
   (3) Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): N/A               
(4) Proposed maximum aggregate value of transaction: N/A                  
(5) Total fee paid: N/A                                                   

[_] Fee paid previously with preliminary materials.                             
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid: N/A                                           
(2) Form, Schedule or Registration Statement No.: N/A                     
(3) Filing Party: N/A                                                     
(4) Date Filed: N/A                                                       

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College Retirement Equities Fund                                                
730 Third Avenue                                                                
New York, New York 10017-3206                                                   

NOTICE OF ANNUAL MEETING -- NOVEMBER 13, 2003                                   

The College Retirement Equities Fund (CREF) will hold its annual meeting of     
participants at 730 Third Avenue, New York, New York, on November 13, 2003, at  
10:00 a.m. The meeting agenda is:                                               

    1.   To elect two trustees to serve for the next four years or until their
successors are elected and qualified;                       

     2.   To vote on the participant proposals presented in the proxy statement;
and                                                         

3.   To address any other business that may properly come before the  
meeting.                                                    

The Board of Trustees has set September 30, 2003, as the record date for        
determining the number of votes entitled to be cast. You may vote at the meeting
only if you had CREF voting rights as of September 30, 2003.                    

                                              By order of the Board of Trustees,

                                /s/ E. Laverne Jones
                                              ----------------------------------
                            E. Laverne Jones
                     Secretary

Please vote as soon as possible before the annual meeting, even if you plan to  
attend the meeting. You can vote quickly and easily by toll free telephone call,
over the Internet or by mail. Just follow the simple instructions that appear on
your enclosed proxy card. Since we can't hold the meeting unless a quorum is    
reached, please help CREF avoid the expense of a follow-up mailing by voting    
today!                                                                          

If you plan to attend the meeting, please call 1 800 842-2733 ext. 6668 to      
obtain an admission pass.                                                       

October 13, 2003                                                                

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COLLEGE RETIREMENT EQUITIES FUND                                                

Proxy Statement for Annual Meeting                                              
to be Held on November 13, 2003                                                 

The Board of Trustees of the College Retirement Equities Fund (CREF) has sent   
you this proxy statement to ask for your vote on several matters affecting CREF.
The accompanying proxy will be voted at the annual meeting of CREF participants 
being held on November 13, 2003, at 10:00 a.m. at 730 Third Avenue, New York,   
New York. This proxy statement was mailed to participants starting on or about  
October 13, 2003.                                                               

How Do I Vote?                                                                  

You can vote in any one of four ways:                                           

(1)  By marking, signing, and mailing the enclosed proxy card in the  
envelope provided;                                          

 (2)  Through the Internet at http://www.eproxyvote.com/tiaa-cref (or by
going to our Web site at www.tiaa-cref.org);                

(3)  By telephone, by calling toll free 1 877 779-8683; or            

(4)  By voting in person at the annual meeting.                       

If you vote by Internet or telephone, please use the 14-digit "control" number  
that appears in the upper-left corner of your proxy card. Please don't mail your
proxy card if you vote by Internet or telephone.                                

Can I Cancel or Change My Vote?                                                 

You can change or cancel your vote at any time up until voting results are      
announced at the annual meeting. You can do this by simply voting again -- by   
executing and returning a later-dated proxy card, voting through the Internet or
by toll-free telephone call, voting in person at the meeting, or writing CREF's 
Secretary at 730 Third Avenue, New York, New York 10017-3206.                   

How Does a Proxy Work?                                                          

When you vote by proxy, you are instructing the agents named on the proxy card  
how to vote on your behalf at the meeting. If you don't specifically instruct   
them otherwise, they will vote FOR the election of the two nominees for trustee 
and AGAINST the participant proposals presented in this proxy statement. At this
time, we don't know of any other matters being presented at the meeting. If     
other matters are brought before the meeting, the proxy agents will vote the    
proxies using their own best judgment, as allowed by the proxy.                 

                                                                               1

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Who May Vote; How Many Votes Do I Get?                                          

Only participants in certain accounts will be eligible to vote on the           
participant proposals. The following table shows which accounts' participants   
may vote for each item on the proxy ballot:                                     

                      All Accounts
                     Except the Social
     All Accounts     Choice Account
-----------------------------------------------------------                     
Trustee Election                 X                                              
-----------------------------------------------------------                     
Participant Proposal I           X                                              
-----------------------------------------------------------                     
Participant Proposal II          X                                              
-----------------------------------------------------------                     
Participant Proposal III         X                                              
-----------------------------------------------------------                     
Participant Proposal IV          X                                              
-----------------------------------------------------------                     
Participant Proposal V           X                                              
-----------------------------------------------------------                     
Participant Proposal VI                           X                             
-----------------------------------------------------------                     

Each person having voting rights on September 30, 2003, may vote at the meeting.
On September 20, 2003, there were 135,958,858,990.43 total votes eligible to be 
cast, broken down as follows:                                                   

                                                        [Enlarge/Download Table]
                                                                                                        
Stock Account - 91,279,157,057.95 votes                 Social Choice Account - 5,431,368,548.00 votes  
Money Market Account - 7,258,665,267.63 votes           Global Equities Account - 7,043,616,347.23 votes
Bond Market Account - 5,605,967,262.18 votes            Growth Account - 10,308,240,232.94 votes        
Inflation-Linked Bond Account - 2,492,734,161.79 votes  Equity Index Account - 6,539,110,112.71 votes   

The number of votes you have is equal to the dollar value of your accumulation  
in each CREF account on September 30, 2003. If you are receiving annuity        
payments, the number of votes you have is equal to the dollar amount held on    
September 30, 2003 in the annuity fund of each CREF account to meet our annuity 
obligations to you. We will count fractional votes.                             

How Many Votes Are Needed for a Quorum or to Pass a Vote?                       

We will have a quorum for the meeting if 10 percent of the votes entitled to be 
cast are voted. Abstentions are counted in determining whether a quorum has been
reached. The outcome of the election of trustees and the participant proposal   
votes will be decided by a majority of the eligible votes present in person or  
represented by proxy. No votes are cast by brokers.                             

2                                                                               

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I. ELECTION OF TRUSTEES                                                         

CREF's Board of Trustees is divided into four classes, with one class of two    
trustees elected each year for a term of four years. At this annual meeting, you
are being asked to elect two trustees to serve for four years or until their    
successors are elected and qualified. Below is information about the two        
nominees and the current trustees that are continuing on the CREF board. Martin 
L. Leibowitz will retire from the CREF Board following the annual meeting.      

In addition to the information listed below, each of the CREF trustees currently
serving also serves on the boards of trustees of TIAA-CREF Mutual Funds,        
TIAA-CREF Institutional Mutual Funds, and TIAA-CREF Life Funds and on the       
management committee of TIAA Separate Account VA-1.                             

NOMINEES FOR TRUSTEES                                                           

 [PHOTO]

 Bevis Longstreth,

Trustee since 1996

Bevis Longstreth, 69, is a retired partner of the law firm of Debevoise &       
Plimpton. Until 1994, he was a partner of the same firm, and thereafter he was  
of counsel to that firm. Mr. Longstreth has served as a commissioner of the U.S.
Securities and Exchange Commission, and as an adjunct professor at Columbia     
University School of Law. Mr. Longstreth is a member of the board of directors  
of AMVESCAP, PLC. He is also chairman of the finance committee of the           
Rockefeller Family Fund and chairman of the investment committee of the Nathan  
Cummings Foundation. He serves as a trustee of the New School University and a  
member of the Advisory Board of the Center for Public Integrity. Mr. Longstreth 
received a B.S.E. from Princeton University and a J.D. from Harvard University. 

 [PHOTO]

  Bridget A. Macaskill

Bridget A. Macaskill, 55, is former Chairman and Chief Executive Officer of     
Oppenheimer Funds, Inc. She joined Oppenheimer Funds, Inc. in 1983 and served in
various capacities at that firm, being appointed Chief Operating Officer in     
1989, President in 1991, Chief Executive Officer in 1995 and Chairman in 2000.  
Ms. Macaskill serves on the boards of directors of J Sainsbury plc, and         
Prudential plc, and on the International Advisory Board of the British-American 
Business Council (BABC). She received a B.Sc with honors from the University of 
Edinburgh.                                                                      

Each of the nominees has consented to serve if elected. If any nominee is       
unavailable to serve when the meeting is held, the proxy agents may cast your   
votes for a substitute chosen by the current Board of Trustees.                 

                                                                               3

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CONTINUING TRUSTEES                                                             

 [PHOTO]

 Willard T. Carleton

Trustee since 2003

Willard T. Carleton, 69, has been the Donald R. Diamond Professor of Finance    
Emeritus at the College of Business and Public Administration of the University 
of Arizona since July 2001. From July 1999 to June 2001 he was the Donald R.    
Diamond Professor of Finance, and from 1984 to June 1999 he was the Karl L.     
Eller Professor of Finance, at the University of Arizona. Dr. Carleton earned an
A.B. and M.B.A. at Dartmouth College and an M.A. and Ph.D. from the University  
of Wisconsin. He served as a trustee of CREF from 1980 to 1984 and as a trustee 
of TIAA from 1984 to August 2003. His term as trustee will expire in 2006.      

 [PHOTO]

Martin J. Gruber

Trustee since 2000

Martin J. Gruber, 66, has been Nomura Professor of Finance at the New York      
University Stern School of Business since 1987 and served as chairman of its    
Department of Finance from 1989 to September 1997. He served as a trustee of    
TIAA from 1996 to 2000. Dr. Gruber is a past president of the American Finance  
Association. He also serves on the boards of Scudder Investments (New York)     
Funds, the Japan Equity Fund, Inc., the Singapore Fund, Inc., and the Thai      
Capital Fund, Inc. He received an S.B. from the Massachusetts Institute of      
Technology and an M.B.A. and Ph. D. from the Columbia University Graduate School
of Business. His term as trustee will expire in 2004.                           

 [PHOTO]

Nancy L. Jacob

Trustee since 1979

Nancy L. Jacob, 60, is president and managing principal of Windermere Investment
Associates. She was previously chairman and chief executive officer of CTC      
Consulting, Inc. and executive vice president, U.S. Trust of the Pacific        
Northwest. Dr. Jacob received a B.A. from the University of Washington and a    
Ph.D. from the University of California, Irvine. Her term as trustee will expire
in 2006.                                                                        

4                                                                               

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CONTINUING TRUSTEES continued                                                   

 [PHOTO]

 Stephen A. Ross

Trustee since 1981

Stephen A. Ross, 59, has been the Franco Modigliani Professor of Finance and    
Economics at the Sloan School of Management at the Massachusetts Institute of   
Technology since July 1998. He was previously the Sterling Professor of         
Economics and Finance at the Yale School of Management at Yale University. Dr.  
Ross is also co-chairman of Roll & Ross Asset Management Corp., a director of   
Freddie Mac and Algorithmics, Incorporated, a trustee of the California         
Institute of Technology, and a principal of IV Capital, Ltd. He received a B.S. 
from the California Institute of Technology and a Ph.D. from Harvard University.
His term as trustee will expire in 2005.                                        

 [PHOTO]

Maceo K. Sloan, 

Trustee since 1991

Maceo K. Sloan, 53, has been the Chairman, President and CEO of Sloan Financial 
Group, Inc. and Chairman and CEO of NCM Capital Management Group, Inc., since   
1991. Mr. Sloan is a director of SCANA Corporation and M&F Bancorp, Inc. Mr.    
Sloan received a B.A. from Morehouse College, an M.B.A. from Georgia State      
University, and a J.D. from North Carolina Central University School of Law. His
term as trustee will expire in 2005.                                            

 [PHOTO]

Robert W. Vishny

Trustee since 1996

Robert W. Vishny, 44, is the Eric J. Gleacher Distinguished Service Professor of
Finance at the University of Chicago Graduate School of Business where he has   
taught since 1985. He is also a founding partner of LSV Asset Management, an    
investment management firm. He is the former director of the program in         
corporate finance at the National Bureau of Economic Research. Dr. Vishny       
received an A.B. from The University of Michigan and a Ph.D. from the           
Massachusetts Institute of Technology. His term as trustee will expire in 2004. 

                                                                               5

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Current CREF Trustees and Executive Officers                                    

The following table includes certain information about CREF's current trustees  
and executive officers, including positions currently held with CREF, length of 
office and time served, and principal occupations in the last five years. The   
table also includes the number of portfolios in the fund complex overseen by    
each trustee and certain directorships held by each of them. The first table    
includes information about CREF's disinterested trustees and the second table   
includes information about CREF's interested trustees and officers. Those       
trustees whose names are denoted by an asterisk (*) are expected to be leaving  
the CREF board shortly after the annual meeting.                                

DISINTERESTED TRUSTEES                                                          

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Willard T. Carleton       Trustee           Term expires 2006.    Donald R. Diamond Professor   53              None                
Department of Finance                       Trustee since 2003.   of Finance Emeritus,                                              
and Real Estate                                                   University of Arizona,                                            
College of Business                                               College of Business and                                           
and Public                                                        Public Administration.                                            
Administration                                                    Formerly, Donald R. Diamond                                       
University of Arizona                                             Professor of Finance,                                             
All correspondence to:                                            University of Arizona,                                            
4915 Camino Antonio                                               1999 - 2001, and Karl L.                                          
Tucson, AZ 85718-6005                                             Eller Professor of Finance,                                       
Age: 69                                                           University of Arizona,                                            
                                                                  1984 - 1999. Trustee of                                           
                                                                  TIAA, 1984 - 2003.                                                

Martin J. Gruber          Trustee           Term expires 2004.    Nomura Professor of           53              Director, Scudder   
New York University                         Trustee since 2000.   Finance, New York                             Investments (New    
Stern School of                                                   University, Stern School of                   York) Funds, Japan  
Business                                                          Business. Formerly,                           Equity Fund, Inc.,  
Henry Kaufman                                                     Chairman, Department of                       the Singapore Fund, 
Management Education                                              Finance, New York                             Inc. and the Thai   
Center                                                            University, Stern School of                   Capital Fund, Inc.  
44 West 4th Street,                                               Business, and Trustee of                                          
Suite 988                                                         TIAA, 1996 - 2000.                                                
New York, NY 10012                                                                                                                  
Age: 66                                                                                                                             

Nancy L. Jacob            Trustee           Term expires 2006.    President and Managing        53              None                
Windermere Investment                       Trustee since 1979.   Principal, Windermere                                             
Associates                                                        Investment Associates.                                            
121 S.W. Morrison                                                 Formerly, Chairman and                                            
Street                                                            Chief Executive Officer,                                          
Suite 925                                                         CTC Consulting, Inc., and                                         
Portland, OR 97204                                                Executive Vice President,                                         
Age: 60                                                           U.S. Trust of the Pacific                                         
                                                                  Northwest.                                                        

6                                                                               

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DISINTERESTED TRUSTEES continued                                                

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Bevis Longstreth          Trustee           Term expires 2003.    Retired Partner, Debevoise    53              Member of the Board 
Debevoise & Plimpton                        Trustee since 1996.   & Plimpton. Formerly,                         of Directors of     
919 Third Avenue                                                  Partner and Of Counsel,                       AMVESCAP, PLC and   
New York, NY                                                      Debevoise & Plimpton,                         Chairman of the     
10022-6225                                                        Adjunct Professor at                          Finance Committee of
Age: 69                                                           Columbia University School                    the Rockefeller     
                                                                  of Law, and Commissioner of                   Family Fund         
                                                                  the U.S. Securities and                                           
                                                                  Exchange Commission.                                              

Stephen A. Ross           Trustee           Term expires 2005.    Franco Modigliani Professor   53              Director, Freddie   
Sloan School of                             Trustee since 1981.   of Finance and Economics,                     Mac; Co-Chairman,   
Management                                                        Sloan School of Management,                   Roll & Ross Asset   
Massachusetts                                                     Massachusetts Institute of                    Management Corp.;   
Institute of                                                      Technology, Co-Chairman,                      and Principal, IV   
Technology                                                        Roll & Ross Asset                             Capital, Ltd.       
77 Massachusetts                                                  Management Corp. Formerly,                                        
Avenue                                                            Sterling Professor of                                             
Cambridge, MA 02139                                               Economics and Finance,                                            
Age: 59                                                           Yale School of Management,                                        
                                                                  Yale University.                                                  

Maceo K. Sloan            Trustee           Term expires 2005.    Chairman, President and       53              Director, SCANA     
NCM Capital Management                      Trustee since 1991.   Chief Executive Officer,                      Corporation and M&F 
Group, Inc.                                                       Sloan Financial Group,                        Bancorp, Inc.       
103 West Main Street,                                             Inc., and Chairman and                                            
Suite 400                                                         Chief Executive Officer,                                          
Durham, NC 27701-3638                                             NCM Capital Management                                            
Age: 53                                                           Group, Inc., since 1991.                                          

Robert W. Vishny          Trustee           Term expires 2004.    Eric J. Gleacher              53              None                
University of Chicago                       Trustee since 1996.   Distinguished Service                                             
Graduate School of                                                Professor of Finance,                                             
Business                                                          University of Chicago,                                            
1101 East 58th Street                                             Graduate School of                                                
Chicago, IL 60637                                                 Business. Founding Partner,                                       
Age: 44                                                           LSV Asset Management.                                             

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INTERESTED TRUSTEES AND OFFICERS                                                

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Herbert M. Allison,       President and     Indefinite term.      Chairman, President and       N/A             Director, New York  
Jr./1/                    Chief Executive   President and         Chief Executive Officer of                    Stock Exchange      
TIAA-CREF                 Officer           Chief Executive       TIAA. President and Chief                                         
730 Third Avenue                            Officer since 2002.   Executive Officer of CREF,                                        
New York, NY 10017-3206                                           TIAA-CREF Mutual Funds,                                           
Age: 60                                                           TIAA-CREF Institutional                                           
                                                                  Mutual Funds, TIAA-CREF                                           
                                                                  Life Funds and TIAA                                               
                                                                  Separate Account VA-1                                             
                                                                  (these funds are col-                                             
                                                                  lectively referred to as                                          
                                                                  the "TIAA-CREF Funds").                                           
                                                                  Formerly, President and                                           
                                                                  Chief Executive Officer of                                        
                                                                  Alliance for LifeLong                                             
                                                                  Learning, Inc., 2000-2002;                                        
                                                                  and President, Chief                                              
                                                                  Operating Officer and                                             
                                                                  Member of the Board of                                            
                                                                  Directors of Merrill Lynch                                        
                                                                  & Co., Inc., 1997 - 1999.                                         

Martin L.                 Trustee,          Term as Trustee       Chairman and Chief            53              Director, Freddie   
Leibowitz/1/*             Chairman and      expires 2003.         Investment Officer of the                     Mac                 
TIAA-CREF                 Chief             Trustee since 1995.   TIAA-CREF Funds. Vice                                             
730 Third Avenue          Investment        Chairman and Chief    Chairman and Chief                                                
New York, NY              Officer           Investment Officer    Investment Officer of TIAA.                                       
10017-3206                                  since 2002.           Member of Board of Managers                                       
Age: 67                                     Indefinite term as    and President of TIAA-CREF                                        
                                            officer.              Investment Management, LLC                                        
                                                                  ("Investment Management").                                        
                                                                  Director and President of                                         
                                                                  Teachers Advisors, Inc.                                           
                                                                  ("Advisors").                                                     
                                                                  Director of TIAA-CREF Life                                        
                                                                  Insurance Company ("TIAA-                                         
                                                                  CREF Life").                                                      

Richard J. Adamski/1/     Vice President    Indefinite term.      Vice President and            N/A             N/A                 
TIAA-CREF                 and Treasurer     Vice President  and   Treasurer of TIAA and the                                         
730 Third Avenue                            Treasurer since       TIAA-CREF Funds.                                                  
New York, NY                                1991.                 Vice President and                                                
10017-3206                                                        Treasurer of                                                      
Age: 61                                                           Investment Management,                                            
                                                                  TIAA-CREF Individual and                                          
                                                                  Institutional Services,                                           
                                                                  Inc. ("Services"), Teachers                                       
                                                                  Personal Investors                                                
                                                                  Services, Inc. ("TPIS"),                                          
                                                                  Advisors, TIAA-CREF Life,                                         
                                                                  and TIAA-CREF Tuition                                             
                                                                  Financing, Inc. ("Tuition                                         
                                                                  Financing").                                                      

8                                                                               

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INTERESTED TRUSTEES AND OFFICERS continued                                      

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Scott C. Evans/1/         Executive Vice    Indefinite term.      Executive Vice President of   N/A             N/A                 
TIAA-CREF                 President         Executive Vice        TIAA and the TIAA-CREF                                            
730 Third Avenue                            President since       Funds. Executive Vice                                             
New York, NY 10017-3206                     1997.                 President of Investment                                           
Age: 44                                                           Management and Advisors and                                       
                                                                  Director of TIAA-CREF Life.                                       

I. Steven Goldstein/1/    Executive Vice    Indefinite term.      Executive Vice President,     N/A             N/A                 
TIAA-CREF                 President         Executive Vice        Public Affairs, of TIAA and                                       
730 Third Avenue                            President since       the TIAA-CREF Funds.                                              
New York, NY 10017-3206                     2003.                 Formerly, advisor to                                              
Age: 51                                                           McKinsey & Company, 2003;                                         
                                                                  Vice President for Dow                                            
                                                                  Jones & Co. and The Wall                                          
                                                                  Street Journal, 2001 -                                            
                                                                  2002; and Senior Vice                                             
                                                                  President and Chief                                               
                                                                  Communications Officer for                                        
                                                                  Insurance Information                                             
                                                                  Institute, 1993 - 2001.                                           

E. Laverne Jones/1/       Vice President    Indefinite term.      Vice President and            N/A             N/A                 
TIAA-CREF                 and Corporate     Vice President and    Corporate Secretary of TIAA                                       
730 Third Avenue          Secretary         Corporate Secretary   and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     since 1998.                                                                             
Age: 54                                                                                                                             

Susan Kozik/1/            Executive Vice    Indefinite term.      Executive Vice President      N/A             N/A                 
TIAA-CREF                 President         Executive Vice        and Chief Technology                                              
730 Third Avenue                            President since       Officer of TIAA and the                                           
New York, NY 10017-3206                     2003.                 TIAA-CREF Funds. Formerly,                                        
Age: 46                                                           Vice President of IT                                              
                                                                  Operations and Services,                                          
                                                                  Lucent Technologies, 2000 -                                       
                                                                  2003; and Senior Vice                                             
                                                                  President and Chief                                               
                                                                  Technology Officer, Penn                                          
                                                                  Mutual Life Insurance                                             
                                                                  Company, 1997 - 2000.                                             

George W. Madison/1/      Executive Vice    Indefinite term.      Executive Vice President      N/A          N/A                    
TIAA-CREF                 President         Executive Vice        and General Counsel of TIAA                                       
730 Third Avenue                            President since       and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     2003.                 Formerly, Executive Vice                                          
Age: 49                                                           President, Corporate                                              
                                                                  Secretary, and General                                            
                                                                  Counsel of Comerica                                               
                                                                  Incorporated.                                                     

                                                                               9

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INTERESTED TRUSTEES AND OFFICERS continued                                      

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Erwin W. Martens/1/       Executive Vice    Indefinite term.      Executive Vice President,     N/A             N/A                 
TIAA-CREF                 President         Executive Vice        Risk Management, of TIAA                                          
730 Third Avenue                            President since       and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     2003.                 Formerly, Managing Director                                       
Age: 47                                                           and Chief Risk Officer,                                           
                                                                  Putnam Investments, 1999-                                         
                                                                  2003; and Head and Deputy                                         
                                                                  Head of Global Market Risk                                        
                                                                  Management, 1997 - 1999.                                          

Elizabeth A. Monrad/1/    Executive Vice    Indefinite term.      Executive Vice President      N/A             N/A                 
TIAA-CREF                 President         Executive Vice        and Chief Financial Officer                                       
730 Third Avenue                            President since       of TIAA and the TIAA-CREF                                         
New York, NY 10017-3206                     2003.                 Funds. Formerly, Chief                                            
Age: 48                                                           Financial Officer and                                             
                                                                  Senior Vice President of                                          
                                                                  GeneralCologne Re (2000 -                                         
                                                                  2003), Vice President,                                            
                                                                  Corporate Controller,                                             
                                                                  Corporate Treasurer and                                           
                                                                  Chief Financial Officer of                                        
                                                                  its North American                                                
                                                                  Reinsurance Operations                                            
                                                                  (1997 - 2000).                                                    

Frances Nolan/1/          Executive Vice    Indefinite term.      Executive Vice President,     N/A             N/A                 
TIAA-CREF                 President         Executive Vice        Client Services, of TIAA                                          
730 Third Avenue                            President since       and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     2000.                 Formerly, Vice President,                                         
Age: 46                                                           Retirement Services, CREF                                         
                                                                  and TIAA.                                                         

Dermot J. O'Brien/1/      Executive Vice    Indefinite term.      Executive Vice President,     N/A             N/A                 
TIAA-CREF                 President         Executive Vice        Human Resources, of TIAA                                          
730 Third Avenue                            President since       and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     2003.                 Formerly, First Vice                                              
Age: 37                                                           President and head of Human                                       
                                                                  Resources, International                                          
                                                                  Private Client Division,                                          
                                                                  Merrill Lynch & Co.,                                              
                                                                  1999 - Feb. 2003; and Vice                                        
                                                                  President and Head of Human                                       
                                                                  Resources-Japan Morgan                                            
                                                                  Stanley, 1998 - 1999.                                             

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INTERESTED TRUSTEES AND OFFICERS continued                                      

                                                        [Enlarge/Download Table]

                                                                                                Number of                           
                                                                                                Portfolios in                       
                          Position(s)       Term of Office                                      Fund Complex                        
                          Held with         and Length of         Principal Occupation(s)       Overseen by     Other Directorships 
Name, Address and Age     Fund              Time Served           During Past 5 Years           Trustee         Held by Trustees    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Bertram L. Scott/1/       Executive Vice    Indefinite term.      Executive Vice President,     N/A             N/A                 
TIAA-CREF                 President         Executive Vice        Product Management, of TIAA                                       
730 Third Avenue                            President since       and the TIAA-CREF Funds.                                          
New York, NY 10017-3206                     2000.                 Chairman of the Board,                                            
Age: 52                                                           President and Chief                                               
                                                                  Executive Officer of TIAA-                                        
                                                                  CREF Life. Formerly,                                              
                                                                  President and Chief                                               
                                                                  Executive Officer, Horizon                                        
                                                                  Mercy.                                                            

John A. Somers/1/         Executive Vice    Indefinite term.      Executive Vice President of   N/A             N/A                 
TIAA-CREF                 President         Executive Vice        TIAA and the TIAA-CREF                                            
730 Third Avenue                            President since       Funds. Executive Vice                                             
New York, NY 10017-3206                     1996.                 President of Investment                                           
Age: 59                                                           Management and Advisors and                                       
                                                                  Director of TIAA- CREF                                            
                                                                  Life.                                                             

/1/  The following individuals are "interested persons" under the 1940 Act      
  because they are officers of CREF: Mses. Jones, Kozik, Monrad and Nolan;
and Messrs. Adamski, Allison, Evans, Goldstein, Leibowitz, Madison,   
Martens, O'Brien, Scott and Somers.                                   

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Trustee Equity Ownership                                                        

The following table includes information relating to equity securities          
beneficially owned by all current CREF Trustees in CREF and in all registered   
investment companies in the same "family of investment companies" as CREF as of 
September 3, 2003. CREF's family of investment companies includes CREF, TIAA    
Separate Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and        
TIAA-CREF Institutional Mutual Funds. The amounts reported below include amounts
contributed to CREF accounts for the benefit of the non-employee trustees       
pursuant to CREF's long-term performance deferred compensation plan for         
non-employee trustees.                                                          

DISINTERESTED TRUSTEES                                                          

                                                        [Enlarge/Download Table]

                                                                 Aggregate Dollar Range of Equity       
                                                                 Securities in All Registered Investment
                      Dollar Range of Equity                     Companies Overseen by Trustee in       
Name                  Securities in CREF                         Family of Investment Companies         
--------------------------------------------------------------------------------------------------------
                                                                                                        
Willard T. Carleton   Stock Account -- Over $100,000             Over $100,000                          
--------------------------------------------------------------------------------------------------------
Martin J. Gruber      Stock Account -- Over $100,000             Over $100,000                          
                      Growth Account -- $1 - $10,000                                                    
--------------------------------------------------------------------------------------------------------
Nancy L. Jacob        Stock Account -- Over $100,000             Over $100,000                          
--------------------------------------------------------------------------------------------------------
Bevis Longstreth      Stock Account -- $10,001 - $50,000         Over $100,000                          
--------------------------------------------------------------------------------------------------------
Stephen A. Ross       Stock Account -- Over $100,000             Over $100,000                          
                      Global Equities Account -- Over $100,000                                          
                      Money Market Account -- Over $100,000                                             
--------------------------------------------------------------------------------------------------------
Maceo K. Sloan        Stock Account -- $50,001 - $100,000        $50,001 - $100,000                     
--------------------------------------------------------------------------------------------------------
Robert W. Vishny      Stock Account -- $50,001 - $100,000        $50,001 - $100,000                     
--------------------------------------------------------------------------------------------------------

INTERESTED TRUSTEES                                                             

                                                        [Enlarge/Download Table]

                                                                 Aggregate Dollar Range of Equity       
                                                                 Securities in All Registered Investment
                      Dollar Range of Equity                     Companies Overseen by Trustee in       
Name                  Securities in CREF                         Family of Investment Companies         
--------------------------------------------------------------------------------------------------------
                                                                                                        
Martin L. Leibowitz   Stock Account -- Over $100,000             Over $100,000                          
                      Global Equities Account -- Over $100,000                                          
                      Growth Account -- Over $100,000                                                   
                      Money Market Account -- $1 - $10,000                                              
--------------------------------------------------------------------------------------------------------

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Trustee Compensation                                                            

The following table discloses the aggregate compensation received from CREF and 
the TIAA-CREF Fund Complex for each current non-officer trustee for the year    
ended December 31, 2002. The TIAA-CREF Fund Complex includes CREF, TIAA Separate
Account VA-1, TIAA-CREF Life Funds, TIAA-CREF Mutual Funds, and TIAA-CREF       
Institutional Mutual Funds.                                                     

DISINTERESTED TRUSTEES                                                          

               Long-Term Performance
                     Aggregate      Deferred Compensation   Total Compensation
                 Compensation   Contribution As Part    From TIAA-CREF
Name                  From CREF      of CREF Expenses        Fund Complex/(1)/  
------------------------------------------------------------------------------- 
Willard T. Carleton   N/A            N/A                     N/A                
------------------------------------------------------------------------------- 
Martin J. Gruber      $63,287        $33,309                 $66,500            
------------------------------------------------------------------------------- 
Nancy L. Jacob        $54,722        $33,309                 $57,500            
------------------------------------------------------------------------------- 
Bevis Longstreth      $61,860/(2)/   $33,309                 $65,000/(2)/       
------------------------------------------------------------------------------- 
Stephen A. Ross       $79,466/(2)/   $33,309                 $83,500/(2)/       
------------------------------------------------------------------------------- 
Maceo K. Sloan        $60,908        $33,309                 $64,000            
------------------------------------------------------------------------------- 
Robert W. Vishny      $59,005        $33,309                 $62,000            
------------------------------------------------------------------------------- 

/(1)/ Includes portion of fees attributed to service on the TIAA-CREF Mutual    
   Funds Board, TIAA Separate Account VA-1 Board, TIAA-CREF Life Funds Board
and/or TIAA-CREF Institutional Mutual Funds Board.                    
/(2)/ This compensation, or a portion of it, was not actually paid based on     
  prior election of trustee to defer receipt of payment in accordance with
 the provisions of deferred compensation plans for non-officer trustees.
  Excluding this year's deferrals, a total of $2,028,279 earned across the
     fund complex has been deferred for prior years' service, including interest
  through year-end 2002, for all current trustees who had elected to defer
their compensation.                                                   

CREF has a long-term performance deferred compensation plan for non-employee    
trustees. Under this unfunded plan, in 2002 annual contributions equal to the   
amount of the basic annual trustee stipend were allocated to notional CREF and  
TIAA annuity accounts chosen by the individual trustee. Benefits will be paid   
after the trustee leaves the board in a lump sum or in annual installments over 
5 to 20 years, as requested by the trustee. Pursuant to a separate deferred     
compensation plan, non-employee trustees also have the option to defer payment  
of their basic stipend, additional stipends, and/or meeting fees and allocate   
these amounts to notional TIAA and CREF accounts chosen by the individual       
trustee. Benefits under that plan are also paid in a lump sum or annual         
installments over 5 to 20 years, as requested by the trustee, after the trustee 
leaves the board.                                                               

Trustees who are active officers of CREF or TIAA do not receive any compensation
from CREF for their services as trustees.                                       

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Committees                                                                      

Every year the board appoints certain committees with specific responsibilities 
for aspects of CREF's operations. These are:                                    

(1)  An Audit Committee, consisting solely of independent trustees who are not  
     officers of CREF, which audits and examines the records and affairs of CREF
as it deems necessary, using independent auditors or others. The Audit
Committee has adopted a formal written charter which is available upon
  request. During 2002, the Audit Committee held six meetings. The current
  members of the Audit Committee are Mr. Sloan (chair), Dr. Gruber and Dr.
Jacob.                                                                

(2)  A Finance Committee, which oversees the management of CREF investments     
subject to appropriate oversight by the full board. During 2002, the  
  Finance Committee held four meetings. The current members of the Finance
   Committee are Mr. Leibowitz (chair), Dr. Carleton, Dr. Gruber, Dr. Jacob,
Mr. Longstreth, Dr. Ross, Mr. Sloan and Dr. Vishny.                   

(3)  A Corporate Governance and Social Responsibility Committee, consisting     
solely of independent trustees who are not officers of CREF, which    
addresses all corporate social responsibility and corporate governance
issues including the voting of CREF shares and the initiation of      
    appropriate shareholder resolutions. During 2002, the Corporate Governance
     and Social Responsibility Committee held five meetings. The current members
 of the Corporate Governance and Social Responsibility Committee are Mr.
Longstreth (chair), Dr. Carleton and Dr. Vishny.                      

(4)  An Executive Committee, which generally is vested with full board powers   
  between board meetings on matters not specifically addressed by the full
     board. During 2002, the Executive Committee held five meetings. The current
  members of the Executive Committee are Mr. Leibowitz (chair), Dr. Gruber
and Dr. Ross.                                                         

(5)  A Nominating and Personnel Committee, consisting solely of independent     
trustees who are not officers of CREF, which nominates certain CREF   
officers and the standing committees of the board, and recommends     
candidates for election as trustees. During 2002, the Nominating and  
Personnel Committee held eight meetings. The current members of the   
    Nominating and Personnel Committee are Dr. Ross (chair), Dr. Jacob and Dr.
Vishny.                                                               

(6)  A Products and Services Committee, formed in November 2002, which reviews  
     and oversees the design, development, improvement, and marketing of new and
existing products and services. During 2002, the Products and Services
Committee held no meetings. The current members of the Products and   
Services Committee are Mr. Leibowitz (chair), Dr. Gruber and Dr. Ross.

Participants can recommend nominees by writing to the Secretary of CREF, 730    
Third Avenue, New York, New York 10017-3206. Participants can also recommend    
nominees when casting votes for CREF's annual meeting by writing in the name of 
the individual in the space provided on the CREF proxy card, or, if voting      
through the Internet, by noting their recommended nominee in the "Comments"     
section. (No recommendations may be made through our telephone voting facility.)

Meetings                                                                        

There were six meetings of the Board of Trustees during 2002. All trustees      
attended at least 75% of the meetings of the Board of Trustees and board        
committees on which they served, except for Professor Knowles, who attended 70% 
of the meetings of the Board of Trustees and board committees on which she      
served.                                                                         

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II. THE INDEPENDENT AUDITORS                                                    

Ernst & Young LLP (Ernst & Young) served as independent auditors to CREF for the
fiscal year ended December 31, 2002. At a meeting held on June 17, 2003, the    
CREF Board of Trustees, including a majority of non-officer trustees, again     
selected Ernst & Young to serve as independent auditors for CREF for the fiscal 
year ending December 31, 2003. Ernst & Young performs independent audits of     
CREF's financial statements. To maintain auditor independence and avoid even the
appearance of conflicts of interest, CREF, as a policy, does not engage Ernst & 
Young for management advisory or consulting services. We do not currently       
anticipate that representatives of Ernst & Young will attend the annual meeting.

Auditor Fees                                                                    

Ernst & Young's fees for professional services rendered for the audit of CREF's 
annual financial statements for the years ended December 31, 2002 and December  
31, 2001 were $407,085 and $382,200, respectively.                              

With respect to CREF, Ernst & Young had no additional fees for any of the       
following services for the years ended December 31, 2002 and 2001:              

.    Audit-related services                                           

.    Tax services                                                     

.    Other services                                                   

Preapproval Policy                                                              

In July of 2003, the Audit Committee of CREF's Board of Directors ("Audit       
Committee") adopted a Preapproval Policy for External Audit Firm Services       
("Policy"). The Policy describes the types of services that may be provided by  
the independent auditor to CREF without impairing the auditor's independence.   
Under the Policy, the Audit Committee is required to preapprove services to be  
performed by CREF's independent auditor in order to ensure that such services do
not impair the auditor's independence.                                          

The Policy requires the Audit Committee to: (i) appoint the independent auditor 
to perform the financial statement audit for CREF and certain of its            
subsidiaries and affiliates, including approving the terms of the engagement and
(ii) preapprove the audit, audit-related and tax services to be provided by the 
independent auditor and the fees to be charged for provision of such services   
from year to year.                                                              

Auditor Fees for Related Entities                                               

The aggregate non-audit fees billed by Ernst & Young for services rendered to   
CREF and its adviser or affiliates of the adviser performing on-going services  
to CREF for the years ended December 31, 2002 and December 31, 2001 were $0 and 
$0, respectively.                                                               

Ernst & Young's aggregate fees for professional services rendered in connection 
with the audit of financial statements for TIAA and CREF and their affiliated   
entities were $3,167,680 for the year ended December 31, 2002 and $2,020,000 for
the year ended December 31, 2001. Ernst & Young's aggregate fees for            
audit-related services provided to TIAA and CREF and their affiliated entities  
were $159,000 for the year ended December 31, 2002 and $211,875 for the year    
ended December 31, 2001. Ernst & Young's aggregate fees for tax services        
provided to TIAA and CREF and their affiliated entities were $212,625 for the   
year ended December 31, 2002 and $128,067 for the year ended December 31, 2001. 
Ernst & Young's aggregate fees for all other services provided to TIAA and CREF 
and their affiliated entities were $22,850 for the year ended December 31, 2002 
and $0 for the year ended December 31, 2001.                                    

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III. ADDITIONAL INFORMATION                                                     

Investment Advisory and Distribution Arrangements                               

TIAA-CREF Investment Management, LLC manages the assets in each CREF account. It
is a nonprofit subsidiary of TIAA, and provides its services at cost. Investment
Management is registered as an investment adviser under the Investment Advisers 
Act of 1940, although it is not considered an investment adviser under the      
Investment Company Act of 1940 because it provides its services at cost.        

CREF's certificates are distributed by TIAA-CREF Individual & Institutional     
Services, Inc., another nonprofit subsidiary of TIAA. Services is registered as 
a broker-dealer and is a member of the National Association of Securities       
Dealers, Inc. The TIAA Board of Overseers, a New York membership corporation,   
owns all of the stock of TIAA.                                                  

The address for Investment Management and Services is 730 Third Avenue, New     
York, New York 10017-3206.                                                      

IV. PARTICIPANT PROPOSALS                                                       

PARTICIPANT PROPOSAL I                                                          

All CREF participants can vote on the first participant proposal. Votes will not
be tallied separately for each CREF account.                                    

Wiworn Kesavatana-Dohrs, 6527 First Avenue NW, Seattle, WA 98117, owning 229.133
accumulation units in the CREF Stock Account and 268.286 accumulation units in  
the CREF Bond Market Account, has given notice that she intends to present the  
following resolution at the annual meeting:                                     

Whereas, although CREF professes to be a leader in corporate governance issues, 
CREF participants have raised concerns that CREF does not practice good         
corporate governance internally, as the examples below demonstrate, and is      
viewed as non-responsive to participants raising these concerns; and            

Whereas, the CREF Social Account is offered to participants wishing to invest in
a fund that screens out companies engaged in what CREF considers to be          
objectionable areas, while it retains Elizabeth Bailey, a Philip Morris Company 
director as a TIAA Trustee; and                                                 

Whereas, the CREF's Social Account is rated the worst of socially responsible   
mutual funds in the 2003 NIS Social Rating of socially responsible mutual funds;
and                                                                             

Whereas, TIAA-CREF Policy Statement on Corporate Governance is woefully         
inadequate and OPPOSES shareholder resolutions concerning separation of the     
positions of CEO and chairman; OPPOSES designation of a lead director; OPPOSES  
the formation of shareholder advisory committees; OPPOSES the requirement that  
candidates for the board be nominated by shareholders; OPPOSES a requirement    
that directors must attend a specific percentage of board meetings, unless the  
board supports such measures; and OPPOSES a requirement that directors be       
prohibited from providing consulting services; and                              

Whereas, in 2002, these concerns stemmed from the fact that John H. Biggs served
as CHAIRMAN, PRESIDENT, and CHIEF EXECUTIVE OFFICER of CREF and TIAA; as a      
TRUSTEE of TIAA-CREF Mutual Funds and TIAA-CREF Institutional Mutual Funds; as  
well as the Boards of Overseers of TIAA and CREF; and                           

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Whereas, in 2002, CREF stated to participants that "following the CREF annual   
meeting, Mr. Biggs, CREF's current Chairman of the Board and Chief Executive    
Officer, intends to step down from the CREF board, while remaining its Chief    
Executive Officer," but that as of 2003, Herbert M. Allison, Jr. formerly       
President and CEO of Merrill Lynch, currently holds the position of CREF        
Chairman, President, and Chief Executive Officer; and                           

Whereas, in 2003, Merrill Lynch, Mr. Allison's past employer, was fined $100    
million dollars for misleading investors with biased stock research; and        

Whereas, in a recent McKinsey & Co. survey of 180 US directors representing     
almost 500 companies, nearly 70% said that the roles of Chairman of the Board   
and CEO should be separated (Financial Times, May 28, 2002);                    

THEREFORE BE IT RESOLVED that the shareholders recommend that the offices of    
CREF CEO and Chairman of the Board may not be held jointly by the same person.  

Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before casting their     
vote.                                                                           

You have been asked to consider a proposal that would prevent the offices of    
CREF Chief Executive Officer and Chairman of the Board from being jointly held  
by the same person. The board believes that the proposal is not in the long-term
best interests of CREF or its participants.                                     

At the outset, participants should note that CREF's current President and Chief 
Executive Officer, Herb Allison, is not on the CREF Board and does not serve as 
the Board's chairman. Nevertheless, we believe that there could be times when   
CREF and its participants would be best served by combining the roles of        
Chairman and Chief Executive Officer. The Board would like to retain the        
flexibility to determine appropriate board structure and board leadership into  
the future.                                                                     

As a general matter, a combined Chairman/CEO can act as a bridge between the    
board and the operating organization and can provide critical leadership for    
strategic initiatives. A principal role of the Chairman is to propose the       
general agenda for board meetings from among the many issues facing a company on
a day-to-day basis. As a result, the Chief Executive Officer may be in the best 
position to develop this agenda in the most efficient and effective manner.     

We acknowledge that having the joint roles of Chairman of the Board and Chief   
Executive Officer could raise concerns regarding board independence. Recognizing
this, the CREF Board recently determined to appoint one of its independent      
trustees as a "presiding trustee" to chair executive sessions of the independent
trustees of the Board. We believe that this enhancement, together with the fact 
that all but one CREF trustee is independent and various key committees of the  
board -- the Audit Committee, the Corporate Governance and Social Responsibility
Committee, and the Nominating and Personnel Committee -- consist solely of      
independent trustees, assures that the board can effectively conduct and        
maintain independent oversight of management. Separating the roles of Chairman  
and Chief Executive Officer would not add value to this structure.              

We believe that the interests of CREF and its participants would be best served 
by maintaining the flexibility to combine the offices of Chairman and Chief     
Executive Officer, balanced by the presence of CREF's independent trustees and  
presiding trustee. The board therefore recommends that participants vote against
the proposal.                                                                   

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PARTICIPANT PROPOSAL II                                                         

All CREF participants can vote on the second participant proposal. Votes will   
not be tallied separately for each CREF account.                                

Curtis C. Verschoor, 231 Wyngate Drive, Barrington, IL 60010, owning 3,687.098  
accumulation units in the CREF Stock Account, 1,774.376 accumulation units in   
the CREF Money Market Account, and 733.491 accumulation units in the CREF Social
Choice Account, and Stephen Viederman, 135 East 83rd Street, Apt. 15A, New York,
NY 10028, owning 4,175.895 accumulation units in the CREF Stock Account,        
8,699.237 accumulation units in the CREF Money Market Account, 4,013.449        
accumulation units in the CREF Bond Market Account, 1,497.911 accumulation units
in the CREF Social Choice Account, and 1,213.769 accumulation units in the CREF 
Inflation-Linked Bond Account, have given notice that they intend to present the
following resolution at the annual meeting:                                     

WHEREAS CREF professes to be a leader in corporate governance issues, and whose 
former Chairman, President, and CEO participated as a member of The Conference  
Board Commission on Public Trust and Private Enterprise, a 'Blue Ribbon'        
commission designed to restore the confidence and trust of investors, employees,
consumers, and the public at large, and                                         

WHEREAS CREF wishes to be considered a "concerned investor," and believes it    
should be an active and involved shareholder on behalf of its participants, and 
has proclaimed policies designed to "encourage improved governance policies and 
practices [in its portfolio companies], thereby leading to better corporate     
performance and enhanced accountability," and                                   

WHEREAS increasing numbers of CREF participants have raised concerns that their 
organization does not appear to utilize the same good corporate governance      
principles, recommendations and specific best practice suggestions set forth by 
The Conference Board Commission's report (the Report), many of which it already 
advocates publicly.                                                             

RESOLVED that CREF report to its participants by December 2003 its plans to     
adopt the applicable Conference Board's recommendations [examples are set forth 
below] or explain why it is in participants' best interests not to do so.       

Participants' Supporting Statement                                              

As a group, college faculty and staff, the preponderance of CREF participants,  
have a keen awareness of the importance of good corporate governance in view of 
recent business scandals. A subset who are educating tomorrow's business        
executives, those participants who are business school faculty and staff, have a
personal interest in and concern for the recent decline in confidence in        
American capital markets.                                                       

Recommendations contained in the Report that are particularly applicable to     
CREF:                                                                           

1. Avoid having one individual functioning as Chairman, as President, and       
as CEO with no other director appointed Lead Independent Director or Presiding  
Director. This leads to undue concentration of power, unproductive oversight and
ineffective governance. (Principle I)                                           

2. Expand the mission of the Nominating and Personnel Committee to include      
evaluating Board performance and adequately planning for CEO succession. The    
recent requirement to go outside for a new CEO was undoubtedly costly.          
(Principle IV)                                                                  

3. Assign Board responsibility for overseeing ethics in the organization to     
assure the appropriate culture is established and maintained. (Principle VI)    

4. Encourage participant involvement. (Principle VIII)                          

5. Elect the Board on an annual rather than a staggered basis.                  

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As a professed world leader in corporate governance, CREF should set an example 
for its portfolio companies by 'walking the talk' and actually implementing in  
its own operations the best governance principles it espouses and which are     
recommended by the report of the latest Blue Ribbon Commission on governance.   

Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before casting their     
vote.                                                                           

You have been asked to consider a proposal that would require CREF to report to 
participants by December 2003 on its plans to adopt the corporate governance    
recommendations issued by The Conference Board Commission on Public Trust and   
Private Enterprise. We applaud the Conference Board Commission for its          
thoughtful contribution to the ongoing development of best corporate governance 
practices, and agree with proponents that the Commission's recommendations could
provide companies with a solid basis for assessing their governance practices.  
We nevertheless recommend that participants vote against the proposal. CREF is  
already in the process of carefully assessing its governance structure, and we  
do not believe it would be prudent at this time to commit to a particular       
standard and a particular timeframe for analyzing and reporting on CREF's       
governance practices.                                                           

Over the years, TIAA-CREF has played a leadership role in encouraging companies 
to improve their governance policies and practices as a means of achieving      
better corporate performance and enhanced accountability to shareholders. Many  
of the basic principles espoused in the Conference Board Commission's report are
issues we have long advocated -in particular, the need for strong, independent  
and diverse boards that set a tone of ethics and integrity for the organization.
Thanks in part to our efforts, these principles are now becoming the corporate  
standard.                                                                       

Given our leadership position, we recognize that we need to periodically        
reassess whether our own governance practices are in line with those practices  
that we advocate. Earlier this year, CREF convened an Ad Hoc Committee on       
Corporate Governance comprised of independent trustees to perform that type of  
self-assessment. The Committee is in the process of carefully and deliberately  
examining CREF's governance structure to determine how to most appropriately    
reflect corporate best practices, particularly in light of the new              
Sarbanes-Oxley and stock exchange mandates, as well as blue ribbon commission   
recommendations. The work of the committee is ongoing, and we are please to     
report that to date, many of the recommendations made by Conference Board       
Commission have indeed been adopted or are being considered.                    

In particular, the CREF board has already determined, among other things, to    
appoint an independent trustee as "presiding trustee" of the Board, to institute
formal executive sessions without management, and to introduce formal           
evaluations of trustee performance.                                             

Therefore, you can be assured that, while we oppose the timing and form of the  
proposal under discussion, we are committed to further improving our governance 
practices. As the Committee continues its work over the next year and as new    
governance practices are adopted, we will communicate these developments to you.

PARTICIPANT PROPOSAL III                                                        

All CREF participants can vote on the third participant proposal. Votes will not
be tallied separately for each CREF account.                                    

Roy A. Schotland, 4434 Garfield Street N.W., Washington, D.C. 20007, owning     
15.996 accumulation units in the CREF Stock Account, 1,646.139 accumulation     
units in the CREF Global Equities Account and 5,553.667 accumulation units in   
the CREF Inflation-                                                             

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Linked Bond Account, and David C. Vladeck, 4328 Yuma Street N.W., Washington,   
D.C. 20016, owning 98.513 accumulation units in the CREF Stock Account and      
143.527 accumulation units in the CREF Social Choice Account, have given notice 
that they intend to present the following resolution at the annual meeting:     

Resolved, that CREF should revive its independent policyholder nominating       
process to make nominations for one trustee per year for the board, for a       
four-year term.                                                                 

Participants' Supporting Statement                                              

The advantages of opening at least some nominations to independent choice, are  
obvious.                                                                        

From 1921 until 1987, policyholders enjoyed direct representation on the TIAA   
board, and on CREF's since its inception in 1952. Each board had four members   
who had been nominated by an independent committee. Many such members were      
subsequently chosen by the boards for additional terms. Milton Friedman, Paul   
Samuelson, and some current trustees first became trustees by independent       
nomination.                                                                     

In that independent nomination process, policyholders chose one trustee for each
board from three (originally, from five) nominees proposed by an independent    
policyholder nominating committee. That committee had nine members whose only   
affiliation with TIAA-CREF was as policyholders; they served staggered          
three-year terms with new members chosen by the committee itself. (Final formal 
election of trustees by the Board of Overseers followed the participants' vote.)

As this proposal can be addressed only to CREF participants, it does not include
TIAA except for the hope that that Board would be given similar treatment.      

Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before voting.           

You have been asked to consider a proposal that would have CREF revive its      
pre-1989 independent policyholder committee nominating process. TIAA-CREF has a 
long history of promoting shareholder rights and providing participants with the
means to ensure that they have a voice in selecting board members. However, we  
believe that the proposal presented here is flawed, and therefore not in the    
long-term best interests of CREF or its participants.                           

As background, the policyholder nominating committee process was originally     
conceived when all the trustees were elected by the Members of CREF (now, the   
Board of Overseers). At the time, the selection of nominees by the policyholder 
committee was the only means for participants to have an impact on who would    
serve on the Board. The committee was ultimately disbanded, and the entire board
is now elected by participants. We therefore do not believe that it is necessary
to introduce a complicated participant nominating process to nominate one       
trustee.                                                                        

The Nominating and Personnel Committee, whose diverse members are               
participant-elected and independent of management, makes every effort to ensure 
that the nominees it selects for Board election are not only qualified, but also
represent the varied interests of our participants. In addition, every year the 
committee solicits suggestions for nominees from participants on the CREF ballot
which are duly reviewed and considered. We strongly encourage participants to   
utilize this process for suggesting nominees to the CREF Board.                 

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The Securities and Exchange Commission staff has very recently published a      
report and issued a rule proposal advocating increased shareholder access to the
nominating process. The proposal is currently open for public comments. While   
these rules are under consideration, we hesitate to introduce a new participant 
nominating process that may be inconsistent with the SEC's ultimate             
recommendations. Be assured, however, that the Board is continuing to explore   
ways to enhance CREF's governance process to ensure that the Board remains      
accountable to and responsive to participants' needs.                           

PARTICIPANT PROPOSAL IV                                                         

All CREF participants can vote on the fourth participant proposal. Votes will   
not be tallied separately for each CREF account.                                

Ann E. Marchand, 7043 22nd Avenue N.W., Seattle, WA 98117, owning 94.256        
accumulation units in the CREF Stock Account, 46.374 accumulation units in the  
CREF Social Choice Account, and 114.715 accumulation units in the CREF Global   
Equities Account, has given notice that she intends to present the following    
resolution at the annual meeting:                                               

For both ethical and financial reasons, participants request CREF: 1) To        
announce that CREF will make no additional gold mining-related investments, and 
2) To begin an orderly divestment of all gold mining investments.               

Participants' Supporting Statement                                              

Central banks and international financial institutions hold more than 34,000    
tons of gold. This is more than 13 times the annual production of the world's   
mines; if sold, these reserves could satisfy gold demand for more than 8 years  
(current demand is approximately 4,000 tons per year). Of this demand, 85% is   
typically used for jewelry.                                                     

Gold mining companies cause environmental and social impacts.                   

..    Newmont Mining: The Indonesia government is sending a team to take tailing
    samples from gold mining firm Newmont in North Sulawesi following a report
     that cyanide levels in the tailings exceeded the government limit. (Jakarta
Post, Moch N. Kurniawan, June 21, 2003). Newmont has admitted spilling
mercury at its mining operations in Peru in 2000. "Newmont CEO Parries
Environmental Attacks At Shareholder Meeting", Tom Locke, Dow Jones   
Newswires, May, 7, 2003)                                              

..    Placer Dome: Indigenous Dayak Meratus of Indonesia, submitted a statement 
    at the Placer Dome Annual Shareholder meeting April 30, 2003, stating that
    Placer Dome's proposed gold mine on their lands threaten their environment
   and their very existence as indigenous peoples. The Dayak Meratus live in
the last remaining native forest in Kalimantan, Indonesia, which has  
   enjoyed protected status since 1928. Placer Dome proposes to build a gold
     mine in the Meratus Mountain Range Protected Forest, violating Forestry Law
     41. The Dayaks have already made unequivocal statements opposing this mine.
   ("Three Communities Protest at Placer Dome AGM," Report from Miningwatch,
Canada, April 30, 2003.)                                              

..    Rio Tinto: Rio Tinto operates over 60 mines and processing plants in 40   
countries. Rio Tinto owns 90% of the Kelian gold mine in Kalimantan,  
    Borneo, Indonesia. Prior to Rio Tinto's arrival to Kalimantan, small-scale
gold mining was performed by the local population. Around 1989,       
    paramilitary police forced the local miners out of the mines. In 1990, Rio
     Tinto acquired more land, evicting more people who had to live in shanties.
    A total of 440 families were displaced from their homes. Some compensation
was paid, but it was not adequate to cover losses. (Asia-Pacific Human
 Rights Network, Corporate Watch, Human Rights Features, July 16, 2001.)

..    NewCrest Mining: The conflict between forest protection laws and mining   
leases issued in protected areas has created a political              

                                                                              21

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   storm in Indonesia. Indonesian Ministers and officials fear international
     legal action if mining is excluded from protected areas. Media reports have
   linked Indonesian government fears of costly international arbitration to
Australian owned projects such as Newcrest's PT. ("Protected areas    
   international arbitration threat to Indonesia", Koran Tempo, 3 April 2002
[translation].)                                                       

It is unclear how much environmental, liability, cleanup responsibility, and    
remediation costs may exist, and no existing audit contains information on any  
environmental liability.                                                        

Should CREF financially co-sponsor the manufacture and promotion of such mining 
activities? If not, vote for orderly divestment.                                

Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before voting.           

Management strongly believes that implementing proponent's resolution, which    
seeks to impose subjective social investment standards on the CREF accounts,    
would be contrary to the best interests of our participants. Participants who   
have environmental and other social concerns have the option of investing in the
CREF Social Choice Account, whose environmental screens currently exclude most  
gold mining stocks.                                                             

Implementing proponent's divestment proposal or similar proposals for other CREF
accounts would deprive participants of investment options that give financial   
concerns the highest priority. Indeed, were we to make a practice of divesting  
from one specific industry because some participants object to a company's      
social or environmental policies, there would be no reason why other            
participants couldn't in turn ask that we divest from any other industry for    
other alleged objectionable activities. It would be very difficult to fully     
consider those requests and run an effective investment program for participants
who wish their investments to be based primarily upon financial analysis.       

A proposal like the one presented here is particularly problematic since it     
requires participants to engage in a divestment debate based on limited and     
subjective information. Often a situation is more complex than what is described
in a proponent statement. For example, the web sites of each of the companies   
proponent refers to in her supporting statement go into detail regarding their  
environmental and/or social programs, clearly indicating that there is more than
one side to every issue. We point this out not to argue the merits, but rather  
to underscore our assertion that we cannot debate divestment issues each time a 
participant brings a complaint against a single portfolio company or industry.  

We choose instead to follow the sound investment standards of our professional  
money managers. Management continually monitors CREF's portfolios to ensure that
they remain well invested consistent with their stated investment objectives. As
part of the analysis of CREF's actively-managed investments, we evaluate the    
effect any potential environmental exposure or liability may have on a company's
earnings and prospects. If we conclude that investing in a particular company or
an entire industry is not in our participants' best financial interests, we will
take appropriate action.                                                        

For these reasons, the board recommends a vote against the proposal.            

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PARTICIPANT PROPOSAL V                                                          

All CREF participants can vote on the fifth participant proposal. Votes will not
be tallied separately for each CREF account.                                    

David I. Caplan, 247 S.E. 3rd Avenue, Delray Beach, FL 33483, owning 152.703    
accumulation units in the CREF Stock Account, has given notice that he intends  
to present the following resolution at the annual meeting:                      

Resolved: No funds shall be invested by CREF in any entity brought to its       
attention that publicly advocates firearm control legislation.                  

Participants' Supporting Statement                                              

The proponent, David I. Caplan, recommends a vote FOR the proposal and urges all
participants to read carefully the following statement before casting their     
vote.                                                                           

Firearm control laws disable the public from defending itself. Sudden           
emergencies like "9-11" exacerbate the problem. During such emergencies, the    
police are called away from their normal duties to rush to the catastrophe. The 
public then is suddenly deprived of the police protection to which it was       
accustomed for safety and security. Even under the best of circumstances the    
police cannot be everywhere at once.                                            

From ancient times to the present, the militia comprises "all citizens capable  
of bearing arms" -- ordinary personal arms. Today, such arms include only the   
modern functional equivalents of those arms that colonial militiamen were       
expected to keep and bear -- that is, arms commonly used to defend home and     
family. They do not include, of course arms like stinger missiles or nuclear    
devices.                                                                        

Increasingly many scholars and law professors have concluded that the Second    
Amendment in the federal Bill of Rights guarantees to the private individual the
right to keep ordinary personal firearms. These professors include Harvard Law  
Professor Laurence Tribe, who argued on behalf of Al Gore in the first Bush v.  
Gore case in the U.S. Supreme Court. These scholars have concluded that the     
Second Amendment's guarantees are not limited to those who are enrolled in a    
formal, governmentally sponsored militia such as the National Guard, which is   
but a part of State militia.                                                    

The Second Amendment's opening phrase "well regulated militia" indicates that   
unless the private individual citizen has the absolute right to keep ordinary   
personal firearms at home, the militia would not be properly regulated by the   
people. Registration facilitates confiscation, thereby destroying the people's  
right.                                                                          

During political emergencies -- such as of the kind that many feared President  
Nixon threatened during the Watergate episode -- the private possession of      
ordinary personal firearms has an essential role to play. It enables the armed  
populace to supplement the effectiveness the National Guard, led by the State   
governors, to restore the Constitution.                                         

In the Federalist Papers Nos. 28 and 46, Alexander Hamilton and James Madison   
explicitly recognized this vital function of an armed populace to restore the   
Constitution in case of usurpation or tyranny. The Framers based this vital     
function of an armed populace directly upon Magna Carta, Chapter 61 (1215).     

Recently a federal appeals court concluded that the Second Amendment guarantees 
an individual right to the private citizen of good moral character, and not     
exclusively to an actually enlisted member of a governmentally sponsored        
organized militia organization.                                                 

No matter how you feel about firearm control laws, these laws teach the enemies 
of other constitutional rights a dangerous procedure for similarly gradually    
weakening and destroying all other rights. Besides, criminals do not register   
their guns.                                                                     

For these reasons, proponent urges you to vote FOR the proposal.                

                                                                              23

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Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before casting their     
vote.                                                                           

Proponent has asked participants to consider a proposal that would have CREF    
stop investing in companies that publicly support gun control efforts. We       
strongly believe that this proposal, which would require CREF to devote         
resources scrutinizing the social causes advocated by portfolio companies, is   
contrary to the interests of our participants. Our position has consistently    
been that, except for the Social Choice Account, we will not make portfolio     
investment decisions based on a company's record on social issues. We could not 
operate an effective investment program that gives financial concerns the       
highest priority if we sought to accommodate the diverse social views of our    
over two million participants in this manner. This proposal, which promotes an  
agenda that we believe may be unpopular with many of our participants,          
underscores the merit of this long-held position.                               

For this reason, the board recommends a vote against the proposal.              

PARTICIPANT PROPOSAL VI                                                         

Because the sixth participant proposal concerns CREF's tobacco-related          
investments, participants in all CREF accounts, except the Social Choice        
Account, can vote on it. Since the proposal would affect participants in each of
these accounts differently, the votes will be tallied separately for each       
account.                                                                        

Ronald C. Bishop, M.D., 855 Asa Gray Drive, Ann Arbor, MI 48105, owning 10.289  
annuity units in the CREF Stock Account, Thomas F. Hogan, M.D., 17846 N. 49th   
Place, Scottsdale, AZ 85254, owning 8,078.925 accumulation units in the CREF    
Money Market Account and 998.485 accumulation units in the CREF Social Choice   
Account, Dr. Douglas C. Kelley, 910 Sunset Rd., Ann Arbor, MI 48103, owning     
7.691 annuity units in the CREF Stock Account, and C. Everett Koop, M.D., 3 Ivy 
Pointe Way, Hanover, NH 03755-1407, owning 23.775 annuity units in the CREF     
Stock Account, have given notice that they intend to present the following      
resolution at the annual meeting:                                               

For both ethical and financial reasons, participants request CREF: 1) To        
announce that CREF will make no additional tobacco related investments, and 2)  
To begin an orderly divestment of all Tobacco investments.                      

Participants' Supporting Statement                                              

As court cases relating to deception by the tobacco industry escalate each year 
in numbers and significance, there are more and more reasons for TIAA-CREF to   
get out of the business of financially co-sponsoring, with over a billion       
dollars of educators' retirement savings, the lethal tobacco industry.          

One of this year's compelling developments was Federal District Court Judge     
Gladys Kessler's May 23 refusal to dismiss the federal government's case        
addressing the tobacco industry's "advertising, marketing, promotion and warning
claims." The 1,400-page federal lawsuit, United States v. Philip Morris et al., 
filed in September 1999, demands $289 billion from the tobacco industry on      
charges of fraud and dangerous marketing practices, including marketing aimed at
children.                                                                       

The amount sought eclipses the 1998 Master Settlement Agreement, which requires 
tobacco companies to pay 46 states $206 billion, and the related settlement that
requires tobacco companies to pay the remaining four states $40 billion.        

"Why would anybody invest in terminal industry, "asks John Montgomery, president
and director of Bridgeway Funds. "We just don't." Bridgeway screens only tobacco
from its family funds.                                                          

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While individual investors can avoid tobacco through tobacco-free funds or more 
broadly-screened socially responsible investment funds, institutional investors 
can also screen tobacco from their portfolios without fear of lapsing in their  
fiduciary responsibility. So says the Investor Responsibility Research Center   
(IRRC) in its publication, "Tobacco Divestment and Fiduciary Responsibility, A  
legal and Financial Analysis."                                                  

"We came to the conclusion that an institution can be within the bounds of its  
fiduciary duty to divest its tobacco holdings, mainly on the basis that it would
not have more than a de minimus effect on the performance of the overall        
portfolio, either positive or negative," says Doug Cogan, director of the IRRC's
tobacco information service. A de minimus effect is an inconsequential          
difference in return.                                                           

So what is CREF waiting for? Why the preference for giving the tobacco industry 
the "respectability" camouflage which financial co-sponsorship by TIAA-CREF     
provides, when the interests of shareholders can better be served by other      
investments? Are Harvard, John Hopkins, and the University of Michigan -- each  
of them among institutions, which have divested their tobacco holdings          
-- neglecting their fiduciary responsibility? Clearly, the answer is NO, and    
CREF's answer should be NO to the lethal tobacco industry.                      

According to the "Tobacco FactFile" launched this year by the World Health      
Organization, "If current trends continue, about 500 million people alive today 
-- including 250 million children -- will eventually be killed by tobacco use." 
Do CREF shareholders really want to share the responsibility?                   

The Tobacco FactFile also states that "Each pack of cigarettes sold in the      
United States costs the nation an estimated $7.18 in medical care costs and lost
productivity." Divestment of CREF's tobacco holdings is socially and financially
prudent.                                                                        

Opposing Statement of the Board of Trustees                                     

The Board of Trustees recommends a vote AGAINST the proposal and urges all      
participants to read carefully the following statement before casting their     
vote.                                                                           

The trustees believe that each participant should have the choice of whether or 
not to invest in an account that uses non-financial criteria for its investment 
program. This decision should not be made for them by the Board of Trustees.    

The Trustees believe it is in participants' best financial interests to provide 
CREF's investment professionals with the broadest possible discretion to pursue 
each account's stated investment goals and strategies and take advantage of a   
broad range of potential investment opportunities. While legitimate concerns    
have been raised by proponents regarding ongoing tobacco litigation, our active 
managers continually monitor and assess industry stocks in light of those risks.
For most CREF accounts, the investment team pursues a strategy that seeks to    
maintain a risk and return profile similar to the account's benchmark index. If 
we were to eliminate the stocks of an entire industry from each CREF account, we
would increase the chances that investment performance would vary considerably  
from an account's benchmark index in any given year.                            

The trustees understand that tobacco divestiture and other issues relating to   
socially responsible investing touch upon deeply held personal beliefs shared by
many CREF participants. Out of respect for these beliefs, CREF created the      
Social Choice Account, a balanced account that applies a number of social       
screens to its investment portfolio, including one for tobacco. Given the       
availability of the Social Choice Account and the diverse nature of our         
participant base, the trustees have consistently declined to impose specific    
subjective social standards on the investment programs of the other CREF        
accounts, regardless of the merits of the social cause advocated.               

We believe that participants should be free to decide, based on their individual
consciences, whether or not they want specific subjective social criteria       
applied to their investment accounts.                                           

The board recommends a vote against the proposal.                               

                                                                              25

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V. OTHER MATTERS                                                                

Means of Soliciting Proxies                                                     

This proxy solicitation will be conducted mainly by mail, telephone, and the    
Internet, but it may also be by any other method of electronic communication, or
by personal interview. CREF bears all expenses connected with soliciting        
proxies; the expenses are included in the administrative expenses that are paid 
for from the net assets of each account.                                        

Proposals of Persons with Voting Rights                                         

Proposals submitted by or on behalf of participants to be included in the CREF  
proxy materials for the 2004 annual meeting must be received by CREF no later   
than June 16, 2004. Unless CREF is notified by August 29, 2004 of other matters 
that may be properly brought before the 2004 annual meeting by or on behalf of  
participants, the persons named in the proxy will have the discretion to vote on
those matters as they see fit.                                                  

Annual Reports                                                                  

If you would like to see the most recent CREF semi-annual and annual reports,   
you can visit the TIAA-CREF Web site www.tiaa-cref.org, or use our on-line      
request form to order print versions electronically. Or, you can call 1 877     
518-9161 or write to CREF at 730 Third Avenue, New York, New York 10017-3206.   

26                                                                              

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                                                                  A10790 (10/03)
                                             [GRAPHIC] Printed on recycled paper

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College Retirement Equities Fund

By signing this form, I authorize Martin J. Gruber, E. Laverne Jones, and       
Stephen A. Ross, singly or together, with power of substitution in each, to     
represent me and cast my vote at CREF's annual meeting, and any adjournment or  
postponement thereof. They will vote as I instruct. If no directions are given, 
or if the instructions are contradictory, the proxies will vote (i) FOR the     
election of all listed nominees; (ii) in accordance with the trustees'          
recommendations on the other subjects listed on this card; and (iii) at their   
discretion on any other matters that may properly come before the annual meeting
or if a nominee is not available for election. The CREF annual meeting will be  
held on Thursday, November 13, 2003, at 10:00 a.m. at 730 Third Ave., New York, 
NY 10017 in the Wharton Auditorium on the 17th floor.                           

Unless you have voted by Internet or telephone, please sign and date this ballot
on the reverse side and return it in the enclosed postage-paid envelope to      
EquiServe, P.O. Box 8000, Edison, NJ 08818-9000. EquiServe has been engaged to  
tabulate ballots returned by mail to preserve the confidentiality of your       
ballot.                                                                         

                                                        [Enlarge/Download Table]
                                                                                        
                                              ------------------------------------------
                                                   To vote via the Internet - go to     
                                                  http://www.eproxyvote.com/tiaa-cref   
                                              To vote by telephone - dial 1 877 779-8683
                                              ------------------------------------------

CREF DOMESTIC BALLOT 2003 MOCK UP 9/4/03 V.6                                            

                                                 Suggestions for Future CREF Nominees   

                                              Name:_____________________________________

                                              Institution:______________________________

                                              Name:_____________________________________

                                              Institution:______________________________

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                                                        [Enlarge/Download Table]

CREF                         MICHAEL HUGYO                               VOTER CONTROL NUMBER 46601834226681                        
------------------------------------------------------------------------------------------------------------------------------------
     The Board of Trustees recommends a vote                           The Board of Trustees recommends a vote                      
                  FOR item 1.                                               AGAINST the following items.                            
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 For Against Abstain
                                                                                                                                    
1. Election of Trustees                                 2. Participant proposal I (to divest from gold mining                       
   Nominees:                                               investments) (All accounts)                                              

 Bevis Longstreth (01), and Bridget A.Macaskill (02)    3. Participant proposal II (to separate the CEO and Chairman                
                           Withhold                        positions) (All accounts)                                                
                  For      from all                                                                                                 
                                                        4. Participant proposal III (to report on adoption of the Conference        
                                                           Board Commission's recommendations) (All accounts)                       

                                                        5. Participant proposal IV (to revive policyholder nominating               
                                                           process) (All accounts)                                                  

   ______________________________________________       6. Participant proposal V (to stop investing in companies                   
      For all nominees except as written above             supporting gun control) (All accounts)                                   

                                                        7. Participant proposal VI (to divest from tobacco investments)(All accounts
                                                           except Social Choice)                                                    

                                                                       For Against Abstain                       For Against Abstain

                                                           Stock                             Money Market                           
-------------------------------------------------------                                                                             
                                                           Bond                              Global                                 
 When signing as attorney, executor, administrator,                                                                                 
 trustee, guardian, or corporate officer, please           Growth                            Equity Index                           
 indicate your full name and title.                                                                                                 
                                                           Inflation-                                                               
                                                           Linked Bond                                                              

Signature _________________________ Date ___________                                                                                

------------------------------------------------------------------------------------------------------------------------------------
 11010000 1691132 02                                    CREF DOMESTIC BALLOT 2003 MOCK UP 8/8/03 V.15                               

 P09F P20A P26A P31A P42A P46A P53A P57A P64A P68A P75A P79A P86A P90A                                                              

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2003 CREF Annual Meeting Voting                                                 

[GRAPHIC]                                                                       

[GRAPHIC]                                                                       

VOTE BY NET                                                                     

TIAA                                                                            
CREF                                                                            

STEP 1                                                                          
--------------------------------------------------------------------------------

Welcome to the EquiServe online voting wizard!                                  

Just follow a few simple steps to complete the secure voting process:           

                                                        [Enlarge/Download Table]
                                                                                            
Authentication:                     Login using your voter control number                   

Ownership Info/Election Materials:  Review your ownership information and election materials

Voting:                             Cast your ballot and receive your confirmation online   

Finish:                             Update your e-mail profile and review other options     

If you have more than one ballot, please vote them one card at a time. To get   
started now, login below and click "Continue".                                  

Step 1: Authentication                                                          

Enter the voter control number as it appears on your ballot     [         ]     
Enter the last 4 digits of the U.S. social security                             
number (SSN) or the U.S. taxpayer identification number (TIN)                   
for this account.*                                              [         ]     

*If you do not have a SSN or TIN for this account, please leave this box blank. 

CONTINUE                                                                        

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2003 CREF Annual Meeting Voting                                                 

[GRAPHIC]                                                                       

[GRAPHIC]                                                                       

VOTE BY NET                                                                     

TIAA                                                                            
CREF    COLLEGE RETIREMENT EQUITIES FUND                                        

STEP 2                                                                          
--------------------------------------------------------------------------------

Welcome                                                                         

Solar Hunter                                                          
1000 Main Street                                                      
Anywhere, NJ 12345                                                    

Election Materials                                                              

To review the Proxy materials please click the following link. When ready to    
vote click "Continue" to go to the ballot page:                                 

CREF Proxy Statement                                                  

CONTINUE                                                                        

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2003 CREF Annual Meeting Voting                                                 

[GRAPHIC]                                                                       

[GRAPHIC]                                                                       

VOTE BY NET                                                                     

TIAA                                                                            
CREF    COLLEGE RETIREMENT EQUITIES FUND                                        

STEP 3                                                                          
--------------------------------------------------------------------------------
2003 CREF Annual Meeting                                                        

By submitting this form online, I authorize Martin J. Gruber, E. Laverne Jones, 
and Stephen A. Ross, singly or together, with power of substitution in each, to 
represent me and cast my vote at CREF's annual meeting, and any adjournment or  
postponement thereof. They will vote as I instruct. If no directions are given, 
or if the instructions are contradictory, the proxies will vote (i) FOR the     
election of all listed nominees; (ii) in accordance with the trustees'          
recommendations on the other subjects listed on this card; and (iii) at their   
discretion on any other matters that may properly come before the annual meeting
or if a nominee is not available for election. The CREF annual meeting will be  
held on Thursday, November 13, 2003, at 10:00 a.m. at 730 Third Ave., New York, 
NY 10017 in the Wharton Auditorium on the 17th floor.                           

EquiServe has been engaged to tabulate ballots submitted electronically or      
returned by mail to preserve the confidentiality of your ballot.                

Check this box to cast your vote in accordance with the recommendations of the  
Board of Trustees:                                               [ ]            

The Board of Trustees recommends a vote FOR item 1.                             

1.   Election   [ ] FOR ALL NOMINEES, except as noted below                     
of         [ ] Bevis Longstreth                                       
Trustees   [ ] Bridget A. Macaskill                                   

[ ] WITHHOLD AS TO ALL NOMINEES                 

The Board of Trustees recommends a vote AGAINST the following items.            

2.   Participant proposal I (to divest from gold mining investments) (All       
accounts)                                                             

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

3.   Participant proposal II (to separate the CEO and Chairman positions) (All  
accounts)                                                             

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

4.   Participant proposal III (to report on adoption of the Conference Board    
Commission's recommendations) (All accounts)                          

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

5.   Participant proposal IV (to revive policyholder nominating process) (All   
accounts)                                                             

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

6.   Participant proposal V (to stop investing in companies supporting gun      
control) (All accounts)                                               

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

7.   Participant proposal VI (to divest CREF's tobacco-related investments)(All 
accounts except the Social Choice Account)                            

Stock                                                                   

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Money Market                                                          

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Bond                                                                  

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Global Equities                                                       

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Growth                                                                

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Equity Index                                                          

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

Inflation-Linked Bond                                                 

[ ] FOR     [ ] AGAINST    [ ] ABSTAIN                                  

To cast your vote please click "Submit".                                        
(NOTE: Your vote will not be counted until you click "Submit".)                 

SUBMIT                                                                          

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2003 CREF Annual Meeting Voting                                                 

[GRAPHIC]                                                                       

[GRAPHIC]                                                                       

VOTE BY NET                                                                     

TIAA                                                                            
CREF    COLLEGE RETIREMENT EQUITIES FUND                                        

STEP 3                                                                          
--------------------------------------------------------------------------------

Solar Hunter                                                          
1000 Main Street                                                      
Anywhere, NJ 12345                                                    
Control Number: 29001999999912                                        
Confirmation Number: 383827                                           
Date: Mon Oct 13 2003 11:18:41 CDT                                    

Thank you for using EquiServe's Vote-By-Net facility.                           

Step 3: Summary of your vote                                                    

Your vote was recorded by EquiServe as follows:                                 

1.   Election of Trustees                                     FOR ALL NOMINEES  

2.   Participant proposal I (to divest from gold mining       AGAINST           
investments) (All accounts)                                           

3.   Participant proposal II (to separate the CEO and         AGAINST           
Chairman positions) (All accounts)                                    

4.   Participant proposal III (to report on adoption of the   AGAINST           
Conference Board Commission's recommendations) (All                   
accounts)                                                             

5.   Participant proposal IV (to revive policyholder          AGAINST           
nominating process) (All accounts)                                    

6.   Participant proposal V (to stop investing in             AGAINST           
companies supporting gun control) (All accounts)                      

7.   Participant proposal VI (to divest CREF's                                  
tobacco-related investments)(All accounts except the                  
Social Choice Account)                                                

Stock                                                    AGAINST      

Money Market                                             AGAINST      

Bond                                                     AGAINST      

Global Equities                                          AGAINST      

Growth                                                   AGAINST      

Equity Index                                             AGAINST      

Inflation-Linked Bond                                    AGAINST      

To keep a copy for your records, click "Print" or "E-mail". To change your vote,
click "Back".                                                                   

To provide suggestions for future nominees click "Options".                     

You can now vote another ballot or click "Finish" to update your e-mail profile 
and exit the voting site.                                                       

BACK   OPTIONS   FINISH                                                         

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CREF's 2003 Proxy Telephone Script Template                                     

PROXY CONTROL NUMBER VERIFY                                                     

..   Greeting - Welcome to the electronic voting system. Please have your proxy 
card or voting instruction sheet or ballot available before voting. (Not
customizable)                                                           

..   Control Number - Enter the voter control number as it appears on the card  
followed by the pound sign. (Not customizable)                          

..   Hold - One moment please while we verify your information. (Not            
customizable)                                                           

..   Secondary Control Number - Enter the last 4 digits of the U.S. Social      
   Security number or the U.S. taxpayer identification number for this account
followed by the pound sign. (Not customizable)                          

..  Invalid Entry of Control Numbers Message - We are unable to authenticate the
information that you entered. (Not customizable)                        

..   Default and Miskey Error Message - We are unable to process your request at
this time. Thank you for calling. (Not customizable)                    

PROXY MAIN                                                                      

Vote Not Started - The time frame for this vote has not yet begun. Please call  
back later. (Not customizable)                                                  

Vote Has Ended - The time frame for this vote has ended. Thank you for calling. 
(Not customizable)                                                              

Special Message (99990NNN) - You are voting your 2003 CREF Proxy solicited by   
its Board of Trustees. {Pronounced as CREF phonetically}                        

Legal Message -                                                                 

Vote Level (99980NNN) - Only participants in certain accounts are eligible to   
vote on certain issues. Please check your proxy card to confirm your voting     
eligibility. Your telephone vote is subject to the same terms and authorizations
as indicated on the printed proxy card.                                         

With the Board Vote Prompt Message -                                            

Vote Level Message (55550NNN) - To vote all proposals items in accordance with  
the recommendations of the Board of Trustees press 1. If you wish to vote on    
each proposal item one at a time, press 2.                                      

Sajoo J. Samuel                   Page 1 of 5                          8/12/2003

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CREF's 2003 Proxy Telephone Script Template                                     

Announcement Message (999XXNNN) - You will now vote for the Trustees Nominees.  
The Board of Trustees recommends a vote FOR each of the nominees listed on your 
ballot.                                                                         

Multiple Director Message -                                                     

Transfer Agent Level Message - (04000PX2) - [333XXNNN=Item 1, Election of       
Trustees]. To vote for all nominees, press one. To withhold from all nominees,  
press 2. To withhold from individual nominees, press 3.                         

Director Exception Messages -                                                   

Vote Level Message - (88200NNN) - For each nominee from whom you wish to        
withhold your vote enter the 2-digit number after the nominee names listed on   
the ballot followed by the pound key. Press the pound key again if you have     
completed your withholding.                                                     

Withhold from subsequent Director Messages -                                    

Vote Level Message - (88300NNN) - To withhold your vote from another nominee    
enter the 2-digit number next to the name listed on the ballot followed by the  
pound key, or if you have completed your withholding, press the pound key again.

Invalid Director Messages -                                                     

Default Level Message - You have entered an invalid nominee number.             

PROPOSALS                                                                       

For / Against / Abstain Proposals -                                             

Announcement Message (999XXNNN) - Participant Proposal 1 to divest from gold    
mining investments. Participants in all accounts are eligible to vote on        
Participant Proposal 1. The Board of Trustees recommends a vote AGAINST this    
proposal.                                                                       

Vote Level Message (00XX0NNN) - [333XXNNN=Item 2, Participant Proposal 1]. To   
vote for, press 1; against, press 2; abstain press 3.                           

Announcement Message (999XXNNN) - Participant Proposal 2 to separate C E O and  
Chairman positions. Participants in all accounts are eligible to vote on        
Participant Proposal 2. The Board of Trustees recommends a vote AGAINST this    
proposal.                                                                       

Vote Level Message (00XX0NNN) - [333XXNNN=Item 3, Participant Proposal 2]. To   
vote for, press 1; against, press 2; abstain press 3.                           

Sajoo J. Samuel                   Page 2 of 5                          8/12/2003

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CREF's 2003 Proxy Telephone Script Template                                     

Announcement Message (999XXNNN) - Participant Proposal 3 to report on adoption  
of the Conference Board Commission's recommendations. Participants in all       
accounts are eligible to vote on Participant Proposal 3. The Board of Trustees  
recommends a vote AGAINST this proposal.                                        

Vote Level Message (00XX0NNN) - [333XXNNN=Item 4, Participant Proposal 3]. To   
vote for, press 1; against, press 2; abstain press 3.                           

Announcement Message (999XXNNN) - Participant Proposal 4 to revive policyholder 
nominating process. Participants in all accounts are eligible to vote on        
Participant Proposal 4. The Board of Trustees recommends a vote AGAINST this    
proposal.                                                                       

Vote Level Message (00XX0NNN) - [333XXNNN=Item 5, Participant Proposal 4]. To   
vote for, press 1; against, press 2; abstain press 3.                           

Announcement Message (999XXNNN) - Participant Proposal 5 to stop investing in   
companies supporting gun control. Participants in all accounts are eligible to  
vote on Participant Proposal 5. The Board of Trustees recommends a vote AGAINST 
this proposal.                                                                  

Vote Level Message (00XX0NNN) - [333XXNNN=Item 6, Participant Proposal 5]. To   
vote for, press 1; against, press 2; abstain press 3.                           

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Announcement Message (999XXNNN) - Participants in all accounts except the CREF  
{Pronounced as CREF phonetically} Social Choice Account are eligible to vote on 
Participant Proposal 6. The Board of Trustees recommends a vote AGAINST this    
proposal.                                                                       

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7A, Participant Proposal 6 for   
your Stock Account holdings]. To vote for, press 1; against, press 2; abstain   
press 3.                                                                        

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7B, Participant Proposal 6 for   
your Money Market Account holdings]. To vote for, press 1; against, press 2;    
abstain press 3.                                                                

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Sajoo J. Samuel                   Page 3 of 5                          8/12/2003

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CREF's 2003 Proxy Telephone Script Template                                     

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7C, Participant Proposal 6 for   
your Bond Market Account holdings]. To vote for, press 1; against, press 2;     
abstain press 3.                                                                

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7D, Participant Proposal 6 for   
your Global Equities Account holdings]. To vote for, press 1; against, press 2; 
abstain press 3.                                                                

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7E, Participant Proposal 6 for   
your Growth Account holdings]. To vote for, press 1; against, press 2; abstain  
press 3.                                                                        

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7F, Participant Proposal 6 for   
your Equity Index Account holdings]. To vote for, press 1; against, press 2;    
abstain press 3.                                                                

Announcement Message (999XXNNN) - Participant Proposal 6 to divest from         
tobacco-related investments.                                                    

Vote Level Message (00XX0NNN) - [333XXNNN=Item 7G, Participant Proposal 6 for   
your Inflation-Linked Bond Account holdings]. To vote for, press 1; against,    
press 2; abstain press 3.                                                       

Introduction Playback Message -                                                 

Default Level Message - You have cast your vote as follows...                   

With the Board Playback Message -                                               

Vote Level Message (55540NNN) - You have cast your vote in the manner           
recommended by the Board of Trustees.                                           

Playback Messages for Directors - Depending on how a caller votes, there are 3  
possible playback messages.                                                     

Voted All Directors -                                                           

Sajoo J. Samuel                   Page 4 of 5                          8/12/2003

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CREF's 2003 Proxy Telephone Script Template                                     

Vote Level Message (88500NNN) - You have voted for all Trustees on the ballot.  

Withhold from All Directors -                                                   

Vote Level Message (88600NNN) - You have voted to withhold your vote from all   
Trustees on the ballot.                                                         

Director Exceptions -                                                           

Vote Level Message (88700NNN) - You have voted for all trustees except for the  
following nominee numbers (Speaks trustee number(s)).                           

Goodbye Message -                                                               

Vote Level Message (44440NNN) - Your vote has been successfully recorded. It is 
not necessary for you to mail in your card. If you wish to vote another card or 
change your vote, press 1, otherwise please hang up. Thank you.                 

Miskey Message - You have entered an invalid option. (Not customizable)         

Default Error Message - We are unable to process your request at this time.     
Thank you for calling. (Not customizable)                                       

Sajoo J. Samuel                   Page 5 of 5                          8/12/2003

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		8/29/04		28
		6/16/04		28
		12/31/03		17					13F-NT,  24F-2NT,  N-CSR,  NSAR-B
For Period End:		11/13/03		2		36			13F-NT
Filed on / Effective on:		10/14/03
		10/13/03		2		3
		9/30/03		2		4			13F-NT
		9/20/03		4
		9/3/03		14
		6/21/03		23
		6/17/03		17
		4/30/03		23
		12/31/02		15		17			13F-NT,  24F-2NT,  N-CSR,  NSAR-B
		5/28/02		19
		12/31/01		17					13F-NT,  24F-2NT,  N-30D,  NSAR-B
		7/16/01		23
									List all Filings