Peter C. Clapman
Senior Vice President and
Chief Counsel, Investments
(212) 916-4232
(212) 916-5813 FAX
[CREF LOGO]
COLLEGE RETIREMENT EQUITIES FUND
730 Third Avenue
New York, New York 10017-3206
(212) 490-9000
May 3, 1996
Via EDGAR Transmission
- ----------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: College Retirement Equities Fund (File No. 33-480)--
Rule 497(j) Certification
Dear Commissioners:
In lieu of filing with the Commission its definitive
Prospectus and Statement of Additional Information dated May 1, 1996, as
otherwise required by Rule 497(c) under the Securities Act of 1933 (the "1933
Act"), the College Retirement Equities Fund hereby certifies that:
(1) the form of Prospectus and Statement of Additional Information
that would have been filed under Rule 497(c) would not have
differed from that contained in Post-Effective Amendment No. 25 to
its registration statement on Form N-3 under the 1933 Act
("Amendment No. 25"), as filed with the Commission on April 29,
1996; and
(2) the text of Amendment No. 25 has been filed with the Commission
electronically.
Sincerely,
/s/ Peter C. Clapman
Peter C. Clapman
Senior Vice President and
Chief Counsel, Investments
