SUPPLEMENT NO. 2
dated June 23, 1999
to the Prospectus dated April 1, 1999
for the TIAA-CREF Mutual Funds
The Growth Equity Fund is now being managed by the Growth Portfolio
Management Group of Teachers Advisors. The group members are jointly responsible
for implementing the fund's Dual Investment Management StrategySM. As described
in the prospectus, under the Dual Investment Management Strategy the Growth
Equity Fund is divided into "Stock Selection" and "Enhanced Index"
subportfolios. Different members of the Growth Portfolio Management Group are
responsible for each subportfolio. The Stock Selection subportfolio holds a
relatively small number of stocks that the management group believes offer the
opportunity for superior returns. Money that is not invested in the fund's Stock
Selection subportolio goes to the Enhanced Index segment. The goal for that
segment is to outperform the fund's benchmark, the Russell 3000[R] Growth Index,
while limiting the possibility of underperforming the benchmark. This approach
enables the fund to stay fully invested even when the management group cannot
find many undervalued investment opportunities for the Stock Selection
subportfolio.
