COLLEGE RETIREMENT EQUITIES FUND, DEF 14A, 1996-10-11

COLLEGE RETIREMENT EQUITIES FUND
DEF 14A, 1996-10-11

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COLLEGE RETIREMENT EQUITIES FUND
730 Third Avenue
New York, New York 10017-3206

NOTICE OF ANNUAL MEETING -- NOVEMBER 11, 1996
- --------------------------------------------------------------------------------

Notice is hereby given to persons having voting rights in respect of the College
Retirement Equities Fund ("CREF") that the annual meeting of participants will
be held at CREF's home office, 730 Third Avenue, New York, New York, on November
11, 1996, at 10:00 a.m. for the following purposes:

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

2. To ratify the selection of Deloitte & Touche LLP as the independent
auditors for CREF for the fiscal year ending December 31, 1996;

3. To vote on the participant proposals set forth and described in the
accompanying proxy statement; and

4. To transact any other business as may properly come before the meeting.

The Board of Trustees has set September 30, 1996, as the record date for
determination of the number of votes entitled to be cast. Only those persons who
had CREF voting rights as of September 30, 1996, are entitled to notice of and
to vote at the meeting.

By order of the Board of Trustees,

/s/ Albert J. Wilson
Albert J. Wilson
Secretary

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED ADDRESSED AND
POSTPAID ENVELOPE.

TO HOLD THE MEETING, A QUORUM OF THE SHARES ELIGIBLE TO VOTE IS REQUIRED BY LAW
TO BE REPRESENTED. THEREFORE, IT IS IMPORTANT THAT YOU VOTE NOW SO THAT CREF
WILL NOT HAVE TO BEAR THE UNNECESSARY EXPENSE OF ANOTHER SOLICITATION OF
PROXIES.

If you plan to attend the meeting, please call 800 842-2776 to obtain an
admission pass.

CREF
October 11, 1996
<PAGE>

COLLEGE RETIREMENT EQUITIES FUND

PROXY STATEMENT FOR ANNUAL MEETING
TO BE HELD ON NOVEMBER 11, 1996

The accompanying proxy is solicited on behalf of the Board of Trustees of the
College Retirement Equities Fund ("CREF") and will be voted at the annual
meeting of persons having CREF voting rights and at any adjournment thereof. The
annual meeting of CREF will be held on November 11, 1996, at 10:00 a.m. at
CREF's home office, 730 Third Avenue, New York, New York. The approximate
mailing date of this proxy statement is October 11, 1996.

Please mark and sign the enclosed proxy card and return it for use at the
meeting. Each proxy may be revoked at any time before it is voted by written
revocation addressed to the Secretary of CREF at 730 Third Avenue, New York, New
York 10017-3206. You may also revoke your proxy by executing and returning a
later-dated proxy card or by appearing in person and voting at the meeting. All
proxy cards that are properly signed, timely received, and not revoked will be
voted at the meeting in accordance with the instructions on them, if any. Unless
instructions to the contrary are received, the proxy will be voted FOR the
election of the five nominees for trustee and FOR ratification of Deloitte &
Touche LLP as independent auditors for CREF for the fiscal year ending December
31, 1996, and AGAINST the participant proposals set forth and described in this
proxy statement. Only participants in certain accounts will be eligible to vote
on the participant proposals. The following table sets forth the voting rights
of CREF participants for each item on the proxy card:
<TABLE>
<CAPTION>

STOCK, SOCIAL CHOICE, STOCK, MONEY MARKET,
GLOBAL EQUITIES, BOND MARKET, GLOBAL
SOCIAL CHOICE GROWTH, AND EQUITY EQUITIES, GROWTH, AND
ACCOUNT INDEX ACCOUNTS EQUITY INDEX ACCOUNTS
ALL ACCOUNTS ONLY ONLY ONLY
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Trustee Election X
- -------------------------------------------------------------------------------------------
Independent Auditors X
- -------------------------------------------------------------------------------------------
Participant Proposal I X
- -------------------------------------------------------------------------------------------
Participant Proposal II X
- -------------------------------------------------------------------------------------------
Participant Proposal III X
- -------------------------------------------------------------------------------------------
</TABLE>

The Board of Trustees knows of no other matters to be presented at the
meeting. If, however, other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying proxy to vote the
proxies in accordance with their best judgment, and discretionary authority to
do so is included in the proxy.

2
<PAGE>

Each person having voting rights on September 30, 1996, is eligible to vote
at the meeting. On September 20, 1996, there were a total of 88,905,524,855.64
votes eligible to be cast. Of the total number of votes, 76,617,152,139.44 were
attributable to the Stock Account; 3,410,932,893.72 were attributable to the
Money Market Account; 915,724,742.18 were attributable to the Bond Market
Account; 1,421,464,486.05 were attributable to the Social Choice Account;
3,834,477,676.24 were attributable to the Global Equities Account;
1,952,596,391.30 were attributable to the Growth Account; and 753,176,526.71
were attributable to the Equity Index Account.

The number of votes attributable to a person with a CREF accumulation is
equal to the dollar value of the amount credited to that person in the
accumulation fund of each CREF account on September 30, 1996. If annuity
payments are being made, the number of votes for an annuitant is equal to the
number of dollars held in the annuity fund of each CREF account on September 30,
1996, to meet the annuity obligations to that person. Fractional votes will be
counted.

VOTE REQUIRED
CREF's constitution provides that the holders of 10 percent of the votes
entitled to be cast will constitute a quorum at the meeting. The vote of persons
holding a majority of the votes present in person or represented by proxy at the
meeting and entitled to vote will decide the outcome of the election of
trustees, the ratification of the appointment of the independent auditors and
the participant proposals. Abstentions are counted in determining whether a
quorum has been reached.

When the quorum requirements are met, abstentions are not counted in
determining the outcome of the election of trustees, the ratification of the
appointment of independent auditors, or the participant proposals, or any other
matters that may be brought to a vote at the meeting that require only a
majority of shares present to be passed. No votes are cast by brokers.

I. ELECTION OF TRUSTEES

CREF's constitution provides that the Board of Trustees is divided into four
classes, with five trustees in each class, and with one class elected each year
for a term of four years. At this annual meeting, five trustees are to be
elected to serve for four years and until their successors are elected and
qualified. Three of the five nominees currently serve on CREF's Board of
Trustees and have been renominated to serve for another term.

Set forth below is information concerning the age, principal occupation,
employment during the past five years, educational background, and certain other
directorships of each nominee and continuing trustee, as well as the year in
which each individual first became a trustee.

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<PAGE>

NOMINEES FOR TRUSTEE

| | JOHN H. BIGGS,* 60, has been chairman and chief executive officer
| | of CREF and TIAA since January 1993. He previously served as
| PHOTO | president and chief operating officer of CREF and TIAA. Mr. Biggs
| | also serves as a trustee of TIAA, TIAA-CREF Investment
| | Management, Inc. ("Investment Management"), and TIAA-CREF
| | Individual & Institutional Services, Inc. ("Services"), and is a
Trustee since director of Teachers Personal Investors Services, Inc. ("TPIS"),
1983 and Teachers Advisors, Inc. ("Advisors"). Mr. Biggs is a director
of McDonnell Douglas Corporation, Ralston Purina Company, and the
National Bureau of Economic Research. He is a trustee of The Danforth Foundation
and the Financial Accounting Foundation. He is also a member of the board of
governors of the National Association of Securities Dealers, Inc. Mr. Biggs
received an A.B. from Harvard University and a Ph.D. from Washington University.
He has been a CREF participant since 1977.

| | MARJORIE FINE KNOWLES, 57, is a professor of law at Georgia State
| | University College of Law, where she also served as dean until
| PHOTO | 1991. Formerly, she was a professor of law at the University of
| | Alabama College of Law. Ms. Knowles received her A.B. from Smith
| | College and her LL.B. from Harvard Law School. She has been a
| | CREF participant since 1976.
Trustee since
1983

| | BEVIS LONGSTRETH,* 62, is a partner at the law firm of Debevoise
| | & Plimpton and is an adjunct professor at Columbia University
| PHOTO | School of Law. Mr. Longstreth is a member of the board of
| | directors of Capstead Mortgage Corporation, INVESCO PLC, and
| | INVESCO, Inc. He is also a member of the board of governors of
| | the American Stock Exchange and a trustee of the New School for
Social Research. Mr. Longstreth received a B.S.E. from Princeton
University and a J.D. from Harvard University.

*Because Messrs. Biggs, Jones, and Leibowitz are officers of CREF, they are
deemed to be "interested persons" of CREF within the meaning of the Investment
Company Act of 1940. Mr. Longstreth is considered an "interested person" of CREF
because he is a partner in a law firm that has acted as counsel to CREF.

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<PAGE>

NOMINEES FOR TRUSTEE (continued)

| | ROBERT W. VISHNY, 38, is the Eric J. Gleacher Professor of
| | Finance at the University of Chicago. He is the director of the
| PHOTO | program in corporate finance at the National Bureau of Economic
| | Research and a founding partner of LSV Asset Management, an
| | investment management firm. Dr. Vishny received an A.B. from The
| | University of Michigan and a Ph.D. from the Massachusetts
Institute of Technology. He has been a CREF participant since
1985.

5
<PAGE>

CONTINUING TRUSTEES

| | ROBERT H. ATWELL, 65, is the president of the American Council on
| | Education. Formerly, he was president of Pitzer College. Mr.
| PHOTO | Atwell is a trustee of St. Norbert College, Eckerd College, New
| | College Foundation, Independent Sector, CAUSE, and the George
| | Meany Center for Labor Studies. Mr. Atwell received a B.A. from
| | the College of Wooster and an M.A. from the University of
Trustee since Minnesota. He has been a CREF participant since 1970. His current
1989 term as trustee expires in 1998.

| | ELIZABETH E. BAILEY, 57, is the John C. Hower Professor of Public
| | Policy and Management at The Wharton School of the University of
| PHOTO | Pennsylvania. Formerly, she was a professor at Carnegie Mellon
| | University and dean of its Graduate School of Industrial
| | Administration. Dr. Bailey has been a visiting scholar at Yale
| | University. Dr. Bailey is a director of CSX Corporation,
Trustee since Honeywell Inc., and Philip Morris Companies Inc. She is a trustee
1986 of The Brookings Institution and Bancroft, Inc., and is a
director of the National Bureau of Economic Research. She
received an A.B. from Radcliffe College, an M.S. from Stevens Institute of
Technology, and a Ph.D. from Princeton University. She has been a CREF
participant since 1983. Her current term as trustee expires in 1998.

| | GARY P. BRINSON, 52, has been a member of the Group Executive
| | Board of Swiss Bank Corporation since April 1995 and chief
| PHOTO | investment officer and member of its Group Executive Committee
| | since June 1996. He is also president and managing partner of
| | Brinson Partners, Inc., an investment management firm. Mr.Brinson
| | serves as a trustee of the Research Foundation of the Institute
Trustee since of Chartered Financial Analysts. He received a B.A. from Seattle
1995 University and an M.B.A. from Washington State University. His
current term as trustee expires in 1999.

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<PAGE>

CONTINUING TRUSTEES (continued)

| | JOYCE A. FECSKE, 49, is vice president emerita at DePaul
| | University. Until February 1994, she was vice president for human
| PHOTO | resources at DePaul University. Ms. Fecske received a B.A. and an
| | M.A. from DePaul University. She has been a CREF participant
| | since 1976. Her current term as trustee expires in 1997.
| |
Trustee since
1993

| | EDES P. GILBERT, 64, is head of The Spence School. Previously,
| | she was headmistress of the Mary Institute. Ms.Gilbert also
| PHOTO | serves as a trustee of Lesley College, Webster University, and
| | the Friends Seminary. After receiving a B.A. from Vassar College,
| | Ms. Gilbert received an M.Ed. from Lesley College, Graduate
| | School of Education. She has been a CREF participant since 1972.
Trustee since Her current term as trustee expires in 1997.
1989

| | STUART TSE KONG HO, 60, is chairman of the board and president of
| | Capital Investment of Hawaii, Inc., and chairman of the board of
| PHOTO | Gannett Pacific Corporation. He also serves on the boards of
| | Bancorp Hawaii, Inc., Gannett Co., Inc., and Aloha Airgroup, Inc.
| | Mr. Ho received a B.A. from Claremont McKenna College and a J.D.
| | from The University of Michigan School of Law. His current term
Trustee since as trustee expires in 1998.
1990

| | Nancy l. Jacob, 53, is chairman and chief executive officer of
| | CTC Consulting, Inc. Dr. Jacob is also executive vice president
| PHOTO | of U.S. Trust of the Pacific Northwest, which is the successor
| | company to Capital Trust Company. She was previously a managing
| | director of the capital trust company. Formerly, she was a
| | professor of finance in the School and Graduate School of
Trustee since Business Administration at the University of Washington, where
1979 she also served as dean. Dr. Jacob also serves as a director of
Puget Sound Power & Light Company. She received a B.A. from the
University of Washington and a Ph.D. From the University of California, Irvine.
She has been a CREF participant since 1971. Her current term as trustee expires
in 1999.

7
<PAGE>

CONTINUING TRUSTEES (CONTINUED)

| | THOMAS W. JONES,* 47, has been vice chairman of CREF and TIAA
| | since November 1995 and president and chief operating officer of
| PHOTO | CREF and TIAA since January 1993. Previously, he served as
| | executive vice president, Finance and Planning, of CREF and TIAA.
| | Mr. Jones also serves as a trustee of TIAA, Investment
| | Management, and Services, and as a director of TPIS, Advisors,
Trustee since Eastern Enterprises, Thomas & Betts Corporation, and the Federal
1993 Reserve Bank of New York. He also serves as chairman of the
management committee of TIAA Separate Account VA-1 and as a
trustee of The Brookings Institution, Cornell University, and the Educational
Broadcasting Corporation. He received an A.B. and an M.S. from Cornell
University and an M.B.A. from Boston University. He has been a CREF participant
since 1990. His current term as trustee expires in 1998.

| | MARTIN L. LEIBOWITZ,* 60, has been vice chairman and chief
| | investment officer of CREF and TIAA since November 1995. He was
| PHOTO | executive vice president, Investments, CREF and TIAA, from June
| | 1995 to November 1995. Formerly, he was a managing director,
| | director of research, and a member of the executive committee of
| | Salomon Brothers Inc. Mr. Leibowitz serves as a trustee of TIAA
Trustee since and Investment Management and as a director of Advisors. In
1995 addition, Mr. Leibowitz is a trustee of Princeton's Institute for
Advanced Study, a member of the board of overseers of the New
York University Stern School of Business, a director of the Institute for
Quantitative Research in Finance, and chairman of the board of governors of the
New York Academy of Sciences. He received a B.A. and an M.S. from the University
of Chicago, and a Ph.D. from New York University's Courant Institute of
Mathematical Sciences. He has been a CREF participant since 1996. His current
term as trustee expires in 1999.

8
<PAGE>

CONTINUING TRUSTEES (continued)

| | JAY O. LIGHT, 55, is a professor of business administration at
| | Harvard University Graduate School of Business Administration. In
| PHOTO | addition, Dr. Light is a director of United Asset Management, the
| | Harvard Management Company, the Baupost Fund, and the GMO Trust.
| | Dr. Light is also a trustee of Brigham and Women's Hospital. He
| | received a B.E.P. from Cornell University and a D.B.A. from
Trustee since Harvard University. Dr. Light has been a CREF participant since
1987 1972. His current term as trustee expires in 1999.

| | STEPHEN A. ROSS, 52, is the Sterling Professor of Economics and
| | Finance in the School of Organization and Management at Yale
| PHOTO | University. Dr. Ross is also co-chairman of Roll & Ross Asset
| | Management Corp., a director of General Re Corp., and a trustee
| | of the Hopkins School and of California Institute of Technology.
| | He received a B.S. from California Institute of Technology and a
Trustee since Ph.D. from Harvard University. Dr. Ross has been a CREF
1981 participant since 1974. His current term as trustee expires in
1997.

| | EUGENE C. SIT, 58, is chairman, chief executive, and chief
| | investment officer of Sit Investment Associates, Inc., and
| PHOTO | chairman and chief executive officer of Sit-Kim International
| | Investment Associates, Inc. Both are investment management firms.
| | He also serves as chairman and director of six registered
| | investment companies managed by Sit Investment Associates, Inc.
Trustee since Mr. Sit serves as a trustee of the Research Foundation of the
1991 Institute of Chartered Financial Analysts and Carleton College.
He received a B.S.C. from DePaul University. His current term as
trustee expires in 1999.

9
<PAGE>

CONTINUING TRUSTEES (continued)

| | MACEO K. SLOAN, 46, has been the chairman, president, and chief
| | executive officer of Sloan Financial Group, Inc., and NCM Capital
| PHOTO | Management Group, Inc. since 1991. 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
| | current term as trustee expires in 1997.
Trustee since
1991

| | HARRY K. SPINDLER, 67, was senior vice chancellor, Division of
| | Administrative Affairs, State University of New York System, from
| PHOTO | 1984 to 1993. He retired in December 1993. He received a B.A.
| | from Hamline University and an M.P.A. from Syracuse University.
| | Mr. Spindler has been a CREF participant since 1968. His current
| | term as trustee expires in 1997.
Trustee since
1985

| | DAVID K. STORRS, 52, has been president and chief executive
| | officer of Alternative Investment Group, L.L.C., an investment
| PHOTO | management firm, since August 1996. From January 1996 to October
| | 1996, he was adviser to the president, The Common Fund, a
| | collective investment vehicle for college and university
| | endowments. He had been president and chief executive officer of
Trustee since The Common Fund, since January 1993. Formerly, he was executive
1994 vice president of The Common Fund. He is also a director of
eleven money market funds sponsored by Alliance Capital
Management. He received a B.A. from Yale University and an M.B.A. from Harvard
University Graduate School of Business Administration. He has been a CREF
participant since 1975. His current term as trustee expires in 1998.

As of September 20, 1996: (1) none of the trustees individually owned as much
as 1 percent of the outstanding voting securities of any CREF account; and (2)
trustees and officers, as a group, did not own more than 1 percent of the
outstanding voting securities of any account.

Each of the nominees is available and has consented to serve if elected. If
any of these persons is unavailable to serve at the time the meeting is held,
the votes represented by the proxy may be voted for any substitute designated by
the current Board of Trustees.

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<PAGE>

COMMITTEES

At each annual meeting of trustees, the board appoints certain committees
with specific responsibilities for various aspects of CREF's operation. Included
among these are:

(1) An Audit Committee, consisting solely of trustees who are not officers of
CREF, which itself, or through independent auditors or others, audits and
examines the records and affairs of CREF as it deems necessary. During 1995, the
Audit Committee held five meetings. The current members of the Audit Committee
are Dr. Bailey (chair), Dr. Jacob, Ms. Knowles, Mr. Lovell, and Mr. Sloan.

(2) A Finance Committee, which oversees the management of CREF investments in
accordance with appropriate oversight by the full board. During 1995, the
Finance Committee held six meetings. The current members of the Finance
Committee are Mr. Biggs (chair), Dr. Andrew F. Brimmer, Mr. Brinson, Mr. Ho, Dr.
Jacob, Mr. Jones, Mr. Leibowitz, Dr. Light, Mr. Lovell, Dr. Robert C. Merton,
Dr. Ross, Mr. Sit, and Mr. Storrs.

(3) A Nominating and Personnel Committee, consisting solely of trustees who
are not officers of CREF, which nominates certain CREF officers and the standing
committees of the board, and recommends persons for election as trustees. During
1995, the committee held four meetings. The current members of the Nominating
and Personnel Committee are Mr. Atwell, Dr. Bailey, Dr. Ross (chair), Mr. Sloan,
and Mr. Spindler.

The Nominating and Personnel Committee will consider potential nominees for
trustees recommended by participants. Any participant desiring to present a
candidate to the committee for future consideration should write the name of the
individual in the space provided on the proxy card. In addition, participants
may recommend nominees to the CREF Board of Overseers by writing to: Secretary,
CREF Board of Overseers, 730 Third Avenue, New York, New York 10017-3206.

MEETINGS

There were four meetings of the Board of Trustees during 1995. All trustees
except Dr. Light attended at least 75 percent of the total number of meetings of
the Board of Trustees and of the committees of the board on which they served.

COMPENSATION OF TRUSTEES

In 1995, the basic annual stipend for trustees who are not officers of CREF
("non-officer trustees") was $15,000; non-officer trustees were also paid $1,000
for each board and committee meeting attended. In addition, non-officer trustees
who serve as chairpersons of committees receive an additional annual stipend of
$3,000. Trustees who are active officers of CREF or TIAA do not receive any
additional compensation for their services as trustees.

CREF has adopted a deferred compensation plan for non-officer trustees. Under
that plan, a trustee who has served at least five years will be paid a lump-sum
deferred compensation benefit after leaving the CREF board. The amount of the

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<PAGE>

lump-sum benefit will be calculated by multiplying the amount of the basic
annual stipend in effect at the time of his or her termination from the board by
50 percent, and multiplying that amount by the individual's number of years of
service as a CREF trustee, up to a maximum of twenty years. Trustees receive no
other retirement or pension benefits.

The following table discloses the aggregate compensation received from CREF
and the amount of the lump-sum deferred compensation benefit accrued as part of
CREF's expenses for each non-officer trustee for the year ended December 31,
1995. No non-officer trustee receives compensation from any entity that could be
deemed part of a fund complex with CREF.

LUMP-SUM
DEFERRED COMPENSATION
AGGREGATE BENEFIT ACCRUED
COMPENSATION AS PART OF CREF
NAME OF TRUSTEE FROM CREF EXPENSES(1)

Robert H. Atwell $39,000 $10,290
Elizabeth E. Bailey $44,000 $6,411
Andrew F. Brimmer $33,000 $18,186
Gary P. Brinson $3,000 $1,877
Joyce A. Fecske $31,000 $1,786
Edes P. Gilbert $33,000 $8,240
Stuart Tse Kong Ho $28,000 $6,030
Nancy L. Jacob $32,000 $6,296
Robert G. Kirby $144,500(2) $16,556
Marjorie Fine Knowles $41,000(3) $7,062
Martin L. Leibowitz $7,750 N/A(4)
Jay O. Light $28,000 $4,766
Robert M. Lovell, Jr. $32,000(3) $18,628
Robert C. Merton $24,000 $3,528
Stephen A. Ross $30,000(3) $5,319
Eugene C. Sit $33,000 $4,381
Maceo K. Sloan $38,000 $1,908
Harry K. Spindler $39,000(5) $13,626
David K. Storrs $27,000 $1,994

(1) Assumes service through age 70.

(2) Includes $112,500 deferred compensation benefit paid in accordance with
plan provisions.

(3) This compensation was not actually paid based on prior election of
trustee to defer receipt of payment in accordance with the provisions of a CREF
deferred compensation plan for non-officer trustees. This plan was terminated as
to future participation effective August 1986. In addition, $514,199, $443,746,
and $467,588 has been deferred for prior years' service through year-end 1994
for Ms. Knowles, Mr. Lovell, and Dr. Ross, respectively. (These amounts include
interest.)

(4) Effective June 1995, Mr. Leibowitz became an officer of CREF and
therefore ineligible for benefits under the plan.

(5) Mr. Spindler discontinued his deferred compensation agreement as of
December 31, 1993. A total of $396,868 had been deferred for his prior years'
service. (This amount includes interest.)

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<PAGE>

The following table shows the estimated lump-sum deferred compensation
benefit payable to each non-officer trustee when he or she leaves the board and
the years of service used in estimating that benefit.

ESTIMATED
LUMP-SUM
DEFERRED
COMPENSATION YEARS OF
NAME BENEFIT SERVICE(1)

Robert H. Atwell $105,000 14
Elizabeth E. Bailey $150,000 20
Andrew F. Brimmer $ 90,000 12
Gary P. Brinson $135,000 18
Joyce A. Fecske $150,000 20
Edes P. Gilbert $ 97,500 13
Stuart Tse Kong Ho $112,500 15
Nancy L. Jacob $150,000 20
Robert G. Kirby $112,500(2) 15
Marjorie Fine Knowles $150,000 20
Jay O. Light $150,000 20
Robert M. Lovell, Jr. $150,000 20
Robert C. Merton $150,000 20
Stephen A. Ross $150,000 20
Eugene C. Sit $127,500 17
Maceo K. Sloan $150,000 20
Harry K. Spindler $105,000 14
David K. Storrs $150,000 20

(1) Assumes trustee leaves the board at age 70.
(2) Deferred compensation benefit paid in accordance with plan provisions.

II. RATIFICATION OF INDEPENDENT AUDITORS

For the fiscal year ended December 31, 1995, Deloitte & Touche LLP served as
independent auditors to CREF. At a meeting held on May 22, 1996, the CREF Board
of Trustees, including a majority of those trustees who are not "interested
persons" of CREF, again selected Deloitte & Touche LLP as independent auditors
for CREF for the fiscal year ending December 31, 1996, subject to ratification
by persons having voting rights in CREF.

A representative of Deloitte & Touche LLP will be present at the annual
meeting to respond to appropriate questions.

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<PAGE>

III. ADDITIONAL INFORMATION

EXECUTIVE OFFICERS

Set forth below is information concerning the age, positions, certain
directorships, and offices held during the past five years by each executive
officer of CREF. These executive officers are selected annually by the Board of
Trustees. Messrs. Biggs, Jones, and Leibowitz, who are trustees and whose
positions with CREF are described above, are not listed again here.

PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS

Richard J. Adamski 54 Vice president and treasurer, CREF and TIAA, since
March 1991; vice president and treasurer,
TIAA-CREF Investment Management ("Investment
Management") and TIAA-CREF Individual &
Institutional Services, Inc. ("Services"), since
January 1992; vice president and treasurer,
Teachers Personal Investors Services, Inc.
("TPIS"), since June 1994, and Teachers Advisors,
Inc. ("Advisors"), since February 1994

Diane M. Axelrod 53 Vice president, Administration and Trading, CREF
and TIAA, since October 1992; vice president,
Investment Management, since January 1992; vice
president, Advisors, since February 1994

Virgil H. Cumming 51 Executive vice president, Investments, CREF and
TIAA, since May 1996; senior vice president,
director, Global Active Management, CREF and TIAA,
from February 1993 to May 1996; executive vice
president, Investment Management, since May 1996;
executive vice president, Advisors, since May
1996; previously, senior vice president, director,
International Investments, CREF and TIAA

Douglas A. Dial 60 Vice president, CREF and TIAA, since May 1990;
vice president and assistant secretary, Investment
Management, since January 1992; vice president and
assistant secretary, Advisors, since February 1994

Eric E. Fisher 57 Vice president, CREF and TIAA; vice president,
Investment Management, since January 1992; vice
president, Advisors, since February 1994

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<PAGE>

PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS

Richard L. Gibbs 49 Executive vice president, Finance and Planning,
CREF and TIAA, since March 1993; executive vice
president, Investment Management and Services,
since May 1993; prior to March 1993, vice
president, CREF and TIAA; executive vice
president, Advisors, since June 1995

Don W. Harrell 58 Executive vice president, External Affairs, CREF
and TIAA, since March 1992; previously,
administrative assistant to U.S. Senator David
Pryor

Matina S. Horner 57 Executive vice president, Human Resources, CREF
and TIAA, since December 1989; previously,
president of Radcliffe College. Dr. Horner also
serves as a director of the Massachusetts General
Hospital, Boston Edison Company, and The Neiman
Marcus Group, and as a trustee of the MGH
Institute of Health Professions, the Twentieth
Century Fund, the Women's Research & Education
Institute, Fund for the City of New York, and City
Year. In addition, Dr. Horner is chair of the
board of the Revson Foundation

John J. McCormack 52 Executive vice president, Operations Support, CREF
and TIAA, since November 1995; prior to November
1995, executive vice president, Pension and
Annuity Services, CREF and TIAA

Michael T. O'Kane 51 Senior managing director, Investments, CREF and
TIAA, since April 1996. Previously, managing
director, Investments, CREF and TIAA

John A. Putney, Jr. 57 Executive vice president, Pension and Annuity
Services, CREF and TIAA, since November 1995;
prior to November 1995, executive vice president,
Operations Support, CREF and TIAA

John A. Somers 54 Executive vice president, Investments, CREF and
TIAA, since April 1996; senior vice president,
Mortgage and Real Estate, CREF and TIAA, from
November 1982 to April 1996

Charles H. Stamm 57 Executive vice president and general counsel, CREF
and TIAA. Mr. Stamm has also served as a trustee
of Investment Management and Services since
January 1992 and as a director of TPIS and
Advisors since January 1994

15
<PAGE>

PRINCIPAL BUSINESS OCCUPATION
NAME AGE DURING PAST FIVE YEARS

Thomas G. Walsh 54 Executive vice president, Insurance Services, CREF
and TIAA; chairman and director, TPIS, since
February 1994; member of the management committee
of TIAA Separate Account VA-1 since August 1994

Albert J. Wilson 64 Vice president and chief counsel, corporate
secretary, CREF and TIAA. Mr. Wilson also serves
on the boards of the Foreign Policy Association
and the Investor Responsibility Research Center,
Inc.

INVESTMENT ADVISORY AND DISTRIBUTION ARRANGEMENTS

Investment Management manages the assets in each CREF account. It is a
nonprofit subsidiary of TIAA, and provides its services for the CREF accounts 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 Services, 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

Because the first participant proposal concerns a possible new screen for the
Social Choice Account, only participants in the Social Choice Account can vote
on it.

Kenneth W. Hayes, 500 E. Riverside Dr., Austin, Texas 78704-1343, owning two
CREF certificates, one certificate containing 64.021 accumulation units and the
other certificate containing 39.219 accumulation units, both in the Social
Choice Account, has given notice that he intends to present the following
resolution at the annual meeting:

Let us resolve to place a new screen on the Social Choice Fund
investments, to prevent the fund from investing in media corporations
which distribute programming which provides a forum for bigots who
denigrate people because of their race, religion, sex, age, national
origin, economic status, handicap status or sexual orientation and
which do not provide a forum for persons who advocate tolerance and
understanding for people despite these attributes.

16
<PAGE>

PARTICIPANT'S SUPPORTING STATEMENT

This resolution is necessary because the current corporations which own the
media in this country are frequently neglecting their duty to their customers
and to society to not fan the flames of racism and bigotry without providing a
forum for voices of tolerance. An example of a company which should have been
screened is Capital Cities/ABC the distributors of Rush Limbaugh and former
distributor of Bob Grant. Rush uses his show to distribute misinformation,
frequently aimed at various minorities. Bob Grant, until he was recently fired
for racist comments about the tragic death of Secretary Ron Brown, used his show
to vehemently attack minorities especially blacks and Jews. Grant also allowed
neo-nazis and others who advocate violence against minorities to use his show to
recruit members by giving out their phone numbers on his show. Capital
Cities/ABC did not distribute any programming which provided a forum for voices
of tolerance, in fact they dropped Jim Hightower's show. Of course there have
been a few changes recently with Disney's acquiring Capital Cities and the
firing of Bob Grant. These changes have been superficial however, the one sided
programming still exists and in fact Bob Grant has been picked up by another
company which should be scrutinized for balanced programming. This resolution is
not about censorship. In a democratic society extreme or unpopular opinions must
be tolerated. When these views are distributed over the public's broadcast
spectrum, the corporations using that resource have a duty to offer programming
for the broadest range of views possible.

OPPOSING STATEMENT OF THE BOARD OF TRUSTEES

THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE PROPOSAL, WHICH IS
CONTRARY TO THE INTERESTS OF ALL PARTICIPANTS.

It is inconsistent with the Social Choice Account's investment objective to
adopt the screen the proponent suggests. The Social Choice Account excludes
certain investments from its portfolio on the basis of broad social criteria. We
do not believe, however, that the constitutionally protected decisions by media
companies about what to publish or broadcast raise significant social concerns.
The ability of a company to broadcast any mix of viewpoints has in fact always
been very important to our society, even if some viewpoints offend some
listeners or viewers.

It would also be very difficult to apply the proposed new screen rationally
and consistently. We would be required to make subjective judgments whether a
particular program's content is "racist" or "intolerant," and then to determine
whether the company that broadcasts it also broadcasts enough programs with
contrasting "tolerant" points of view. For example, there is no evidence to
support the proponent's subjective assertion that Capital Cities/ABC does not
broadcast any programming providing "a forum for voices of tolerance."

Although past performance is no guarantee of future results, the Social
Choice Account as currently structured has been effective in achieving its
objective of providing the opportunity for investment returns that reflect the

17
<PAGE>

performance of the broad financial markets while giving special consideration to
social criteria. The social criteria that we use currently were chosen by a
committee of the Board of Trustees, the Committee on Corporate Governance and
Social Responsibility, which has spent significant time and resources
considering the social issues believed to be of greatest concern to CREF's
participants. The committee reviews the account's social criteria regularly to
determine whether they continue to reflect those concerns, and screens have been
added or eliminated as social situations and concerns change. The account's
popularity -- it is the largest socially conscious investment fund in the
country -- is evidence of our participants' widespread satisfaction with how the
Social Choice Account works.

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

PARTICIPANT PROPOSAL II

Because the second participant proposal concerns executive compensation in
corporations in which CREF has equity investments, only participants in accounts
that hold equities -- i.e., the Stock, Social Choice, Global Equities, Growth,
and Equity Index Accounts -- 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.

Mr. Dean Baker, 1940 Biltmore St., NW, Washington, DC 20009, owning two CREF
certificates, one certificate containing 387.040 accumulation units and the
other certificate containing 82.936 accumulation units, both in the Global
Equities Account, has given notice that he intends to present the following
resolution at the annual meeting:

Resolved, that CREF participants request the Board of Trustees to work
to have limits placed on individual executive compensation packages in
any corporation in which it holds an equity interest. The target for
these limits should be 150 times the median annual wage in the economy
(presently approximately $3,000,000). This limit is to include
salaries, benefits, bonuses, and the value upon redemption of any stock
options included in a compensation package. The excess value of
redeemed stock options (averaged over the years for which they were
earned) can revert back to the corporation.

PARTICIPANT'S SUPPORTING STATEMENT

The CREF Board of Trustees should attempt to have such limits imposed through
discussions with corporation officers and directors, and other shareholders, and
through proposing and supporting proxy resolutions to this effect. It should
report back to members each year on its progress in its annual report.

There are several reasons why this proposal should be approved. First,
executive compensation comes directly out of revenue that otherwise could
provide an additional return to shareholders. Compensation for top executive

18
<PAGE>

officers has grown far more rapidly than for other types of workers over the
last two decades. Since there is no reason to believe that the demand for the
skills of these executives has increased dramatically relative to other
occupations, or that the supply of these skills has decreased, this relative
increase is most likely attributable to a market failure. Specifically, the
shareholders of firms have failed thus far to place sufficient downward pressure
on the compensation of these officers. Since the compensation of top executive
officers vastly exceeds the compensation for other occupations requiring
comparable levels of skill, a concerted effort by major shareholders can lead to
lower compensation levels without any reduction in the quality of the
performance of these officers.

Second, in the long-run compensation caps will probably lead firms to be more
productive, since workers will feel more committed to a firm if they believe
they are being treated fairly. The enormous degree of inequality at present
almost certainly undermines any sense of loyalty and commitment among lower paid
workers. It is worth noting in this respect, that the degree of inequality
between executive officers and other workers is far lower in every other western
nation.

Third, the high salaries available to corporate executive officers are
increasingly affecting salary structures in other institutions. The institutions
where this is most directly relevant is at colleges and universities.
Compensation packages for college and university presidents have risen far more
rapidly than the average compensation levels for the faculty as a whole. These
compensation packages are justified by reference to the high compensation
received by corporate executives. The same situation has arisen in other
institutions, including at CREF itself. If some discipline can be placed on
compensation packages for top corporate executives, it would place downward
pressure on the pay of the top officers in other institutions that directly
affect the lives of CREF members.

OPPOSING STATEMENT OF THE BOARD OF TRUSTEES

THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE PROPOSAL, WHICH IS
CONTRARY TO THE INTERESTS OF ALL PARTICIPANTS.

We believe that the proponent's approach, which attempts to micromanage a
company's business through an unproven formula, is impractical and an
inefficient use of CREF's resources. CREF's existing approach to improving
corporate governance, which includes our Policy Statement onCorporate
Governance, discussions with management, and, where appropriate, the submission
of shareholder resolutions, is the best use of our necessarily limited
investment management resources. Regarding executive compensation, we recommend
to our portfolio companies that they follow basic procedures, policies, and
standards for setting executive compensation levels. We agree with the proponent
that executive compensation should reflect corporate performance, so we
recommend that compensation include salary and performance components, that it

19
<PAGE>

have a defined relationship to salaries in industry peer groups, and that total
compensation be adequate to attract, motivate, and retain quality talent. We
also believe that compensation should be appropriate in light of the current
financial rewards to shareholders and employees.

Applying these principles, we carefully analyze the compensation plans for
which portfolio companies seek shareholder approval. We have contacted
management of portfolio companies directly in a number of cases where
compensation practices appeared particularly inappropriate given the company's
recent weak performance. We ultimately voted against 16 percent of the
compensation plans put to a vote by our portfolio companies in the 1996 proxy
season.

The proponent speculates that limiting executive compensation according to
his formula would be beneficial to all our portfolio companies, but he presents
no empirical evidence to support this. The various benefits that the proponent
speculates will result from this untested formula are unlikely to occur unless
we can convince a very large percentage of companies to lower executive
compensation at the same time. Otherwise, executives will simply leave
lower-paying jobs to take higher-paying jobs at companies that have not changed
their policies.

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

PARTICIPANT PROPOSAL III

Because the third 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.

Mr. Douglas C. Kelley, 910 Sunset Rd., Ann Arbor, Michigan 48103, owning one
CREF certificate containing 7.691 annuity units in the Stock Account, Mr. Peter
Libassi, 580-J Mountain Rd., West Hartford, Connecticut 06117, owning two CREF
certificates, one certificate containing 450.450 accumulation units and the
other certificate containing 259.740 accumulation units, both in the Stock
Account, Mr. Eugene Feingold, 352 Hilldale, Ann Arbor, Michigan 48105, owning
four CREF certificates, the first, second, and third certificates containing
9,198.488, 210.205, and 152.442 accumulation units, respectively, all in the
Stock Account, and the fourth certificate containing 2,702.937 accumulation
units in the Global Equities Account, Mr. Walter J. Moore, 916 S. Mitchell St.,
Bloomington, Indiana 47401, owning one CREF certificate containing 50.433
annuity units in the Stock Account, and Dr. Jess G. Thoene, 1308 Brooks St., Ann
Arbor, Michigan 48103, owning one CREF certificate containing 2,335.610
accumulation units in the Stock Account and 3,230.060 accumulation units in the
Money Market Account, have given notice that they intend to present the
following resolution at the annual meeting:

20
<PAGE>

Because of increasing financial risks involved in tobacco investments, and
because tobacco is directly implicated in almost half a million deaths a
year in the U.S. alone, CREF participants request CREF's Trustees: 1) To
announce that CREF will make no additional tobacco-related investments, and
2) To begin an orderly divestment of all tobacco investments.

PARTICIPANT'S SUPPORTING STATEMENT

The Maryland Retirement and Pension System announced that its decision to
shed tobacco investments was for "business," not "social reasons." According to
the Wall Street Journal (4/24/96), Richard Dixon, state treasurer and vice
chairman of Maryland Retirement's board, "says tobacco companies have been good
at fighting legal battles over the years, but `sooner or later, they are going
to lose.'"

The New York State Teachers Retirement System has also, by unanimous board
vote, for financial reasons, begun divestment of tobacco stocks, selling the
first 25%.

CREF's management has argued that cigarette investments increase the safety
of the funds. Yet even Liggett & Myers stated (March 13, '96) that tobacco
"lives under the threat of financial catastrophe under the impact of product
liability lawsuits." Financial prudence and ethical concerns alike call for
replacing tobacco with more promising investments.

On April 23 the American Medical Association urged all investors "interested
in the health and welfare of our children" to "divest tobacco," which AMA's
spokesman called "an economically ruinous and enslaving product."

In response to a CREF shareholder question, "Are there any social
responsibility policy restrictions whatsoever on the selection of CREF
investments?" CREF's policy was stated: "Apart from Social Choice, CREF does not
define or suggest social restrictions in any of its accounts." We believe few
educators desire a "Let the public interest be damned" investment policy. The
existence of CREF's Social Choice Fund (not wholly an equity fund, and thus more
vulnerable to inflation) does not absolve us of responsibility to consider the
impact on society of CREF's more massive investment decisions.

According to its Dec. 31 '95 annual report CREF is the largest institutional
investor in Philip Morris (holding $936,294,900 in Philip Morris stock and
another $34,579,304 in Philip Morris commercial paper), and invests in eighteen
other tobacco industry corporations. A Philip Morris director sits on the CREF
board.

Thus we are providing well over 1.3 billion dollars of respectable collegiate
camouflage for cancer, contributing to the spread of what the American Cancer
Society calls "a pediatric epidemic." Educators are being put in a position of
seeking to profit from children's addiction to a product likely to shorten their
lives.

Supporting this resolution asking CREF to replace tobacco investments is the
prudent and ethical choice.

21
<PAGE>

OPPOSING STATEMENT OF THE BOARD OF TRUSTEES

THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE PROPOSAL, WHICH IS
CONTRARY TO THE INTERESTS OF ALL PARTICIPANTS.

The investment objectives of each CREF account require us to give financial
concerns the highest priority. Indeed, the Board of Trustees and CREF's
management have a fiduciary duty to ensure that each of CREF's investment
accounts meets its overall investment objective of providing the highest returns
consistent with the account's investment approach and appropriate risk levels.
To fulfill this duty, the board and management continually monitor and evaluate
CREF's investments in every industry, including tobacco, to ensure that those
investments remain in the best financial interests of all participants. If we
conclude at any time that tobacco investments are not in our participants' best
financial interests, we will take appropriate action. In the past, tobacco
company stocks have in fact performed well under various circumstances,
including during periods of negative publicity about the industry -- in part
because the prices of these stocks already reflect potential liabilities such as
litigation risks or government action. Divesting all tobacco-related investments
could significantly undermine the investment objectives of the accounts holding
those investments.

Furthermore, divestment would reduce CREF's ability to engage in an ongoing
dialogue with tobacco companies on how to address public concerns about smoking.
CREF has used its voting power to support proposals at tobacco companies dealing
with many of these concerns. In 1996 CREF voted in favor of proposals
discouraging sales of tobacco to minors; calling for more explicit warning
labels for smokeless tobacco packages and advertising; asking for a report to
shareholders on the promotion of sales of lower-priced cigarettes to minorities
and lower-income persons; calling for a publisher to develop ethical and moral
criteria for accepting cigarette advertising; supporting bans on smoking in
restaurants and on all airline flights; and asking for a company to stop
fighting studies on the health risks associated with environmental tobacco
smoke.

In addition, CREF created the Social Choice Account, which excludes from its
portfolio securities of companies engaged in the production and marketing of
tobacco products. The account, which gives special consideration to social
criteria, has proved to be an excellent alternative for participants who are
willing to take the financial risks associated with excluding certain categories
of investments for nonfinancial reasons. While it's true that the Social Choice
Account will perform differently from an equities-only account, the design of
the account was deliberate. It was designed as a balanced fund, including stock,
bond, and money market investments, rather than an equity fund, so that
participants could invest an entire accumulation in it and be broadly
diversified. Its status as the largest socially conscious fund in the country is
evidence of how well it satisfies the needs of CREF participants.

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

22
<PAGE>

V. OTHER MATTERS
MEANS OF SOLICITING PROXIES

Typically, this proxy solicitation will be conducted by mail, but it may also
be conducted by telephone, any method of electronic communication, or personal
interview. All expenses incurred in connection with this solicitation of proxies
are borne by CREF and included in the administrative expenses that are paid for
out of the net assets of each account.

PROPOSALS OF PERSONS WITH VOTING RIGHTS

Proposals submitted for presentation at the 1997 annual meeting by or on
behalf of persons with voting rights must be received by CREF no later than June
13, 1997.

ANNUAL REPORTS

If you would like a copy of the most recent CREF semi-annual and annual
reports, please write to CREF at 730 Third Avenue, New York, New York 10017-3206
or call 800 842-2733, extension 5509. You can also view the reports in the
Library section of TIAA-CREF At Your Service on the Internet, or use our on-line
request form to order print versions electronically. Our Web site address is
HTTP://WWW.TIAA-CREF.ORG

23
<PAGE>

[LOGO] Printed on recycled paper

<PAGE>
APPENDIX
<PAGE>
- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - SOCIAL CHOICE

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- --------------------------------------------------------------------------------

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

TO WITHHOLD YOUR VOTE FROM ANY NOMINEE, CHECK THE "VOTE FOR ALL EXCEPT" BOX
ABOVE AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
If you would like to suggest future nominees, please check the box at the right
and write their names and affiliations on the back of this ballot. / /

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
- --------------------------------------------------------------------------------
For Against Abstain
3) Participant proposal I, which is described / / / / / /
in the accompanying proxy statement.

For Against Abstain
4) Participant proposal II, which is described / / / / / /
in the accompanying proxy statement.

5) This participant proposal does not apply to
the CREF Social Choice account.

<PAGE>

COLLEGE RETIREMENT EQUITIES FUND
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
By signing this form, I authorize Joyce A. Fecske, Edes P. Gilbert, and
Harry K. Spindler, 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 (i) vote 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 matter 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 November 11, 1996, at 10:00 a.m. at CREF's home office, 730 Third Avenue,
New York, New York.

Please sign and date this ballot on the reverse side and return it in the
enclosed postage-paid envelope to State Street Bank and Trust Company, P.O. Box
9164, Boston, MA 02205-9907. State Street Bank and Trust Company has been
engaged to tabulate ballots returned by mail to preserve the confidentiality of
your ballot.

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>
<PAGE>

- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - GROWTH

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST ITEMS 4 AND 5.
- --------------------------------------------------------------------------------

3) This participant proposal does not apply
to the CREF Growth account
For Against Abstain
4) Participant proposal II, which is described in / / / / / /
the accompanying proxy statement.
For Against Abstain
5) Participant proposal III, which is described in / / / / / /
the accompanying proxy statement.

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>

<PAGE>
- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - MONEY MKT

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST ITEM 5.
- --------------------------------------------------------------------------------

3) This participant proposal does not apply to the CREF Money Mkt account.

4) This participant proposal does not apply to the CREF Money Mkt account.

For Against Abstain
5) Participant proposal III, which is described in
the accompanying proxy statement. / / / / / /

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>
<PAGE>
- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - STOCK

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

3) This participant proposal does not apply to
the CREF Stock account.
For Against Abstain
4) Participant proposal II, which is described in / / / / / /
the accompanyting proxy statement.

For Against Abstain
5) Participant proposal III, which is described in / / / / / /
the accompanying proxy statement.

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>
<PAGE>
- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - EQUITY INDEX

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

3) This participant proposal does not apply to
the CREF Equity Index account.
For Against Abstain
4) Participant proposal II, which is described / / / / / /
in the accompanying proxy statement.
For Against Abstain
5) Participant proposal III, which is described / / / / / /
in the accompanying proxy statement.

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>
<PAGE>
- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - GLOBAL EQUITIES

SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

TO WITHHOLD YOUR VOTE FROM ANY NOMINEE, CHECK THE "VOTE FOR ALL EXCEPT" BOX
ABOVE AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

If you would like to suggest future nominees, please check the box at the right
and write their names and affiliations on the back of this ballot. / /

For Against Abstain
2) Approval of Deloitte & Touche LLP as auditors: / / / / / /

3) This participant proposal does not apply to
the CREF Global Equities account.
For Against Abstain
4) Participant proposal II, which is described in / / / / / /
the accompanying proxy statement.
For Against Abstain
5) Participant proposal III, which is described in / / / / / /
the accompanying proxy statement.

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>
<PAGE>

- ----
CREF COLLEGE RETIREMENT EQUITIES FUND
- ---- 1996 PROXY SOLICITED BY THE BOARD OF TRUSTEES

ACCOUNT - BOND MKT
SEQUENCE NO.

Date________________________

____________________________
SIGNATURE
When signing above as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give your FULL name and title.

For Withhold from all Vote for all except
1) Election of trustees / / / / / /

Nominees:
JOHN H. BIGGS, MARJORIE FINE KNOWLES, BEVIS LONGSTRETH, ROBERT M. LOVELL, JR.,
AND ROBERT W. VISHNY

For Against Abstain
2) Approval of Deloitte & Touche LLP / / / / / /
as auditors:

3) This participant proposal does not apply
to the CREF Bond Mkt account.

4) This participant proposal does not apply
to the CREF Bond Mkt account.

For Against Abstain
5) Participant proposal III, which is described / / / / / /
in the accompanying proxy statement.

<PAGE>

SUGGESTIONS FOR FUTURE CREF NOMINEES

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________

Name:___________________________________________________________________________

Institution:____________________________________________________________________
</TABLE>