SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*


                              LANDSTAR SYSTEM, INC.
                   ------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
                   ------------------------------------------
                         (Title of Class of Securities)

                                    515098101
                         ------------------------------
                                 (CUSIP Number)


________________
*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                        (Continued on following page(s))

                                Page 1 of 5 Pages




CUSIP No. 515098101                    13G                          2 of 5 Pages


1.    NAME OF  REPORTING  PERSONS  S.S.  OR I.R.S.  IDENTIFICATION  NO. OF ABOVE
      PERSONS

      College Retirement Equities Fund I.R.S. #13-6022-042


2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )

3.    SEC USE ONLY                                      (b) ( )
                                                        
4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      New York


NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

      5.    SOLE VOTING POWER         278,600

      6.    SHARED VOTING POWER       None

      7.    SOLE DISPOSITIVE POWER    278,600

      8.    SHARED DISPOSITIVE POWER  None
 
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     278,600

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( )

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                     2.18%

12.   TYPE OF REPORTING PERSON*

                                    IV

              * SEE INSTRUCTION BEFORE FILLING OUT!


                                                               Page 3 of 5 Pages

Item 1(a).   NAME OF ISSUER:

             Landstar System, Inc.

Item 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             First Shelton Place
             1000 Bridgeport Avenue
             Shelton, CT 06484


Item 2(a).   NAME OF PERSON FILING:

             College Retirement Equities Fund

Item 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE:

             730 Third Avenue
             New York, N.Y.  10017

Item 2(c).   CITIZENSHIP:

             Incorporated in the State of New York

Item 2(d).   TITLE OF CLASS OF SECURITIES:

             Common Stock

Item 2(e).   CUSIP NUMBER: 515098101


Item 3.    IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR  13d-2(b),
           CHECK WHETHER THE PERSON FILING IS:

(a)   ( )  Broker or dealer registered under Section 15 of the Act,
(b)   ( )  Bank as defined in Section 3(a)(6) of the Act,
(c)   ( )  Insurance Company as defined in Section 3(a)(19) of the Act,
(d)   (x)  Investment  Company  registered  under  Section 8  of the investment
           Company Act,
(e)   ( )  Investment Adviser  registered  under  Section 203 of the investment
           Advisers Act of 1940,
(f)   ( )  Employee  Benefit  Plan,  Pension  Fund  which  is  subject  to  the
           provisions  of the  Employee Retirement  Income Security Act of 1974
           or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g)   ( )  Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see
           Item 7,
(h)   ( )  Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

                                                               Page 4 of 5 Pages

Item 4.  OWNERSHIP.

(a)   Amount Beneficially Owned: 278,600

(b)   Percent of Class: 2.18%

(c)   Number of shares as to which such person has

(i)   sole power to vote or direct the vote:  278,600

(ii)  shared power to vote or to direct the vote:  None

(iii) sole power to dispose or to direct the disposition of:  278,600

(iv)  shared power to dispose or to direct the disposition:  None


Item 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following (X).


Item 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.


         Not Applicable


Item 7.  IDENTIFICATION  AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

         Not Applicable



                                                               Page 5 of 5 Pages


Item 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not Applicable

Item 9.  NOTICE OF DISSOLUTION OF GROUP: Not Applicable


Item 10. CERTIFICATION.

         By  signing  below I  certify  that,  to the best of my  knowledge  and
         belief, the securities  referred to above were acquired in the ordinary
         course of business  and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer of
         such  securities  and  were not  acquired  in  connection  with or as a
         participant in any transaction having such purposes or effect.

 
                                    SIGNATURE


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


Date:  January 1, 1997

                                        COLLEGE RETIREMENT EQUITIES FUND



                                        By:  /s/ Diane Axelrod
                                             -------------------------------
                                             Diane Axelrod,
                                             Vice President