Supplement
dated August 15, 1997
to the Prospectus dated May 1, 1997
for the College Retirement Equities Fund's
Individual, Group and Tax-Deferred Variable Annuities
As a result of recent legislation, CREF will no longer be exempt from federal
income tax under Section 501(a) of the Internal Revenue Code, beginning January
1, 1998. We believe that CREF should incur no material federal income tax
liability as a result of this change. In that connection, we are reviewing
whether any changes in CREF's corporate structure may be necessary or
appropriate in order for CREF to minimize any federal income tax consequences.
If needed, we intend to implement any such changes, subject to regulatory
approval, prior to January 1, 1998.
