TIAA CREF LIFE SEPARATE ACCUNT VA-1
485APOS, 2000-03-28
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     As filed with the Securities and Exchange Commission on March 28, 2000

                                                              File No. 333-61761
                                                              File No. 811-08963


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [X]
     Pre-Effective Amendment No.                                             [ ]
     Post-Effective Amendment No. 3                                          [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [X]
     Amendment No. 5                                                         [X]

                      TIAA-CREF Life Separate Account VA-1
                           (Exact Name of Registrant)

                        TIAA-CREF Life Insurance Company
                               (Name of Depositor)
                                730 Third Avenue
                            New York, New York 10017
                                 (800) 842-2733
    (Address and Telephone Number of Depositor's Principal Executive Offices)

                             Peter C. Clapman, Esq.
                        TIAA-CREF Life Insurance Company
                                730 Third Avenue
                            New York, New York 10017
               (Name and Address of Agent for Service of Process)

                                    Copy to:
                              Steven B. Boehm, Esq.
                         Sutherland Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, N.W.
                          Washington, D. C. 20004-2415

                 Approximate Date of Proposed Public Offering:
   As soon as practicable after effectiveness of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on April 1, 2000 pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.
<PAGE>

Prospectus


Personal Annuity Select

Individual Deferred Variable Annuity Contract Funded Through
TIAA-CREF Life Separate Account VA-1 of TIAA-CREF Life Insurance Company


April 3, 2000


This prospectus describes information you should know before investing in the
Personal Annuity Select, an individual deferred variable annuity contract
offered by TIAA-CREF Life Insurance Company (TIAA-CREF Life) and funded through
the TIAA-CREF Life Separate Account VA-1 (the separate account). Before you
invest, please read this prospectus carefully, along with the accompanying fund
prospectus, and keep it for future reference.

The contract is designed for individual investors who desire to accumulate funds
on a tax-deferred basis for retirement or other long-term investment purposes,
and to receive future payment of those funds as lifetime income or through other
payment options. Whether the contract or certain investment options are
available to you is subject to approval by regulatory authorities in your state.

You may allocate premiums to a TIAA-CREF Life fixed account or to the separate
account's five variable investment accounts which invest in the following funds
of the TIAA-CREF Life Funds:

   - Growth Equity Fund
   - Growth & Income Fund
   - International Equity Fund
   - Stock Index Fund
   - Social Choice Equity Fund

As with all variable annuities, your accumulation in the variable component of
your contract can increase or decrease, depending on how well the investment
account's mutual fund investment performs over time. TIAA-CREF Life doesn't
guarantee the investment performance of the funds or the investment accounts,
and you bear the entire investment risk.

More information about the separate account and the contract is on file with the
Securities and Exchange Commission (SEC) in a "Statement of Additional
Information" (SAI) dated April 3, 2000. You can receive a free SAI by writing us
at TIAA-CREF Life, 730 Third Avenue, New York, New York 10017-3206 (attention:
Central Services), or by calling 800 842-2733, extension 5509. The SAI is
"incorporated by reference" into the prospectus; that means it's legally part of
the prospectus. The SAI's table of contents is on the last page of this
prospectus. The SEC maintains a Website (www.sec.gov) that contains the SAI,
material incorporated by reference and other information regarding the separate
account.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

An investment in the contract is not a deposit of the TIAA-CREF Trust Company,
FSB, and is not insured or guaranteed by the Federal Deposit Insurance
Corporation (FDIC) or any other government agency.


1
<PAGE>


Table of Contents
<TABLE>
<S> <C>
3   Definitions
6   Summary
11  TIAA-CREF Life Insurance Company and TIAA
11  The Separate Account
12  TIAA-CREF Life Funds
14  Adding and Closing Accounts or Substituting Investment Portfolios; Adding
    or Deleting Income Methods
14  The Contract--The Accumulation Period
20  Charges
22  The Contract--The Annuity Period
26  Death Benefits
28  Timing of Payments
29  Federal Income Taxes
32  Condensed Financial Information; Performance Information
33  General Matters
35  Distributing the Contracts
35  Legal Proceedings
36  Table of Contents for the Statement of Additional Information
</TABLE>


This prospectus outlines the terms of the variable annuity issued by TIAA-CREF
Life. It doesn't constitute an offering in any jurisdiction where such an
offering can't lawfully be made. No dealer, salesman, or anyone else is
authorized to give any information or to make any representation about this
offering other than what is contained in this prospectus. If anyone does so, you
shouldn't rely on it.


2
<PAGE>

Definitions

Throughout the prospectus, "TIAA-CREF Life," "we," and "our" refer to TIAA-CREF
Life Insurance Company. "You" and "your" mean any contractowner or any
prospective contractowner.

The terms and phrases below are defined so you'll know precisely how we're using
them. To understand some definitions, you may have to refer to other defined
terms.

1940 Act.
The Investment Company Act of 1940, as amended.

Accumulation.
The total value of your accumulation units.

Accumulation Period.
The period that begins with your first premium and continues as long as you
still have an amount accumulated in either the separate account or the fixed
account.

Accumulation Unit.
A share of participation in the separate account.

Annuitant.
The natural person whose life is used in determining the annuity payments to be
received. The annuitant may be the contractowner or another person.

Annuity Partner.
The natural person whose life is used in determining the annuity payments to be
received under a survivor income option if the annuitant dies. The annuity
partner is also known as the second annuitant.

Annuity Unit.
A measure used to calculate the amount of annuity payments due a contractowner.

Beneficiary.
Any person or institution named to receive benefits if you die during the
accumulation period or if you die while any annuity income or death benefit
payments remain due. You don't have to name the same beneficiary for both of
these two situations.


3
<PAGE>

Business Day.
Any day the New York Stock Exchange (NYSE) is open for trading. A business day
ends at 4 p.m. Eastern Time, or when trading closes on the NYSE, if earlier.

Calendar Day.
Any day of the year. Calendar days end at the same time as business days.


Commuted Value.
The present value of annuity payments used when an annuity will be paid in a
lump sum instead of a series of payments. For the fixed account, the commuted
value is the sum of payments less the interest that would have been earned from
the effective date of the commuted value calculation to the date each payment
would have been made. For any variable option annuity, the commuted value is
based on interest at an effective annual rate of 4%, calculated using the
amounts that would have been paid if periodic payments were to continue and the
annuity unit value used for each payment equaled the value as of the effective
date of the calculation.


Contract.
The fixed and variable components of the individual, flexible premium, deferred
annuity described in this prospectus.

Contractowner.
The person (or persons) who controls all the rights and benefits under a
contract.

Fixed Account.
The component of the contract guaranteeing principal plus a specified rate of
interest supported by assets in TIAA-CREF Life's general account.

General Account.
All of TIAA-CREF Life's assets other than those allocated to the separate
account or to any other TIAA-CREF Life separate account.

Income Change Method.
How you choose to have your variable annuity payments revalued. Under the
annual income change method, your payments are revalued once each year. Under
the monthly income change method, your payments are revalued every month.


4
<PAGE>

Income Option.
Any of the ways you can receive annuity income, which must be from the fixed
account.

Internal Revenue Code (IRC).
The Internal Revenue Code of 1986, as amended.

Premium.
Any amount you invest in the contract.

Separate Account.
TIAA-CREF Life Separate Account VA-1, which was established by TIAA-CREF Life
under New York State law to fund your variable annuity. The separate account
holds its assets apart from TIAA-CREF Life's other assets.

Survivor Income Option.
An option that continues lifetime annuity payments as long as either the
annuitant or the annuity partner is alive.

TIAA.
Teachers Insurance and Annuity Association of America. TIAA-CREF Life is an
indirect wholly owned subsidiary of TIAA.

TIAA-CREF Life.
TIAA-CREF Life Insurance Company.

Valuation Day.
Any day the NYSE is open for trading, as well as the last calendar day of each
month. Valuation days end as of the close of all U.S. national exchanges where
securities or other investments of the separate account are principally traded.
Valuation days that aren't business days end at 4 p.m. Eastern Time.


5
<PAGE>

Summary

Read this summary together with the detailed information you'll find in the
rest of the prospectus.

What is the Personal Annuity Select?

Personal Annuity Select is an annuity product that allows individual investors
to accumulate funds on a tax-deferred basis for retirement or other long-term
investment purposes, and to receive future payment based on the amounts
accumulated as lifetime income or through other payment options.

Under the Personal Annuity Select contract, you may allocate your premiums to a
TIAA-CREF Life fixed account or to a TIAA-CREF Life separate account, which
consists of five variable investment accounts that invest in underlying mutual
funds. As with all variable annuities, your accumulation in the variable
component of your contract can increase or decrease, depending on how well the
fund underlying the investment account performs over time. TIAA-CREF Life
doesn't guarantee the investment performance of the funds or the investment
accounts, and you bear the entire investment risk.

The contract accepts only after-tax dollars, which means your premiums can't be
excluded from your gross income for tax purposes. However, earnings on your
accumulations in the separate account aren't taxed until withdrawn or paid as
annuity income. The contract is available to you provided it has been approved
by the insurance department of your state of residence. Approvals are pending in
certain jurisdictions.


6
<PAGE>

What expenses must I currently pay under the contract?

Here's a summary of the direct and indirect expenses you must currently pay
under the contract.


<TABLE>

<S>                                                           <C>
Contractowner Transaction Expenses
Sales load imposed on purchases (as a percentage of premiums)      None
- -----------------------------------------------------------------------
Deferred sales load (as a percentage of premiums or
 amount surrendered, as applicable)                                None
- -----------------------------------------------------------------------
Premium taxes                                                 See below(1)
- -----------------------------------------------------------------------
Surrender fees (as a percentage of amount surrendered)             None
- -----------------------------------------------------------------------
Exchange fee                                                       None
- -----------------------------------------------------------------------
Annual Contract Expenses                                           None
- -----------------------------------------------------------------------
Separate Account Annual Expenses
  (as a percentage of average account value)
Mortality and expense risk charge (current)(2)                    0.10%
- -----------------------------------------------------------------------
Administrative expense charge (2)                                 0.20%
- -----------------------------------------------------------------------
Total separate account annual charges (after fee waiver)(2)       0.30%
- -----------------------------------------------------------------------
Fund Annual Expenses (as a percentage of fund average net assets)
TIAA-CREF Life Funds
Growth Equity Fund
Management fee (investment advisory) (after fee waiver) (3)       0.25%
- -----------------------------------------------------------------------
Other expenses                                                     None
- -----------------------------------------------------------------------
Total fund annual expenses (after fee waiver)(3)                  0.25%
- -----------------------------------------------------------------------
Total Separate Account and Fund Annual Expenses(2)(3)(4)          0.55%
- -----------------------------------------------------------------------
Growth & Income Fund
Management fee (investment advisory) (after fee waiver) (3)       0.23%
- -----------------------------------------------------------------------
Other expenses                                                     None
- -----------------------------------------------------------------------
Total fund annual expenses (after fee waiver)(3)                  0.23%
- -----------------------------------------------------------------------
Total Separate Account and Fund Annual Expenses(2)(3)(4)          0.53%
- -----------------------------------------------------------------------
International Equity Fund
Management fee (investment advisory) (after fee waiver) (3)       0.29%
- -----------------------------------------------------------------------
Other expenses                                                     None
- -----------------------------------------------------------------------
Total fund annual expenses (after fee waiver)(3)                  0.29%
- -----------------------------------------------------------------------
Total Separate Account and Fund Annual Expenses(2)(3)(4)          0.59%
- -----------------------------------------------------------------------
</TABLE>


7
<PAGE>



<TABLE>
<S>                                                               <C>
Stock Index Fund
Management fee (investment advisory) (after fee waiver) (3)       0.07%
- -----------------------------------------------------------------------
Other expenses                                                     None
- -----------------------------------------------------------------------
Total fund annual expenses (after fee waiver)(3)                  0.07%
- -----------------------------------------------------------------------
Total Separate Account and Fund Annual Expenses(2)(3)(4)          0.37%
- -----------------------------------------------------------------------
Social Choice Equity Fund
Management fee (investment advisory) (after fee waiver) (3)       0.18%
- -----------------------------------------------------------------------
Other expenses                                                     None
- -----------------------------------------------------------------------
Total fund annual expenses (after fee waiver)(3)                  0.18%
- -----------------------------------------------------------------------
Total Separate Account and Fund Annual Expenses(2)(3)(4)          0.48%
- -----------------------------------------------------------------------
</TABLE>

Fund expenses are deducted by the underlying mutual fund before it provides
TIAA-CREF Life with the daily net asset value. TIAA-CREF Life then deducts
separate account charges from the net asset value to calculate the unit value of
the corresponding investment account.

(1) Several states assess premium taxes on premiums paid under the contract.
    Where TIAA-CREF Life is required to pay this premium tax, it may deduct the
    amount of the premium tax paid from any premium payment. In the remaining
    states that assess premium taxes, a deduction will be made only upon
    annuitization, death of the owner, or surrender. See "Other Charges and
    Expenses," page 21.
(2) Although the total separate account charges stated under the contract are
    1.20% per year, TIAA-CREF Life has waived these charges to 0.30%. TIAA-CREF
    Life will provide at least three months' notice before it raises these
    charges.
(3) Teachers Advisors, Inc. (Advisors), the investment adviser for each of the
    TIAA-CREF Life Funds, has agreed to waive a portion of its fee. Without
    these waivers, total fund annual expenses would be 0.46% for the Growth
    Equity Fund, 0.44% for the Growth & Income Fund, 0.53% for the International
    Equity Fund, 0.30% for the Stock Index Fund, and 0.39% for the Social Choice
    Equity Fund. This waiver is contractual and will remain in effect until
    April 1, 2003.
(4) If TIAA-CREF Life and Advisors imposed the full amount of the administrative
    expense, mortality and expense risk and investment advisory charges, total
    annual separate account and fund expenses would be 1.66% for the Growth
    Equity Fund, 1.64% for the Growth & Income Fund, 1.73% for the International
    Equity Fund, 1.50% for the Stock Index Fund, and 1.59% for the Social Choice
    Equity Fund.

We will provide at least three months' notice before we raise any of these
charges.



8
<PAGE>

The next table gives an example of the expenses you'd incur on a hypothetical
investment of $1,000 in each of the investment accounts offered under your
contract over several periods. The table assumes a 5% annual return on assets
and that the current fee waivers are in place.


<TABLE>
<CAPTION>
                                   1 Year     3 Years     5 Years    10 Years
- -----------------------------------------------------------------------------
<S>                                 <C>        <C>         <C>         <C>
Growth Equity Account               $6         $18         $31         $69
- -----------------------------------------------------------------------------
Growth & Income Account             $5         $17         $30         $66
- -----------------------------------------------------------------------------
International Equity Account        $6         $19         $33         $74
- -----------------------------------------------------------------------------
Stock Index Account                 $4         $12         $21         $47
- -----------------------------------------------------------------------------
Social Choice Equity Account        $5         $15         $27         $60
- -----------------------------------------------------------------------------
</TABLE>


These tables are to help you understand the various expenses you would bear
directly or indirectly as an owner of a contract. Remember that they don't
represent actual past or future expenses or investment performance. Actual
expenses may be higher or lower. For more information, see "Charges," page 20.

How do I purchase a contract?

To purchase a contract, you must complete an application and make an initial
payment of at least $250, or $25 under an automatic investment plan using
Electronic Funds Transfer (EFT). Additional contributions must be at least $25.
For details, see "Purchasing a Contract and Remitting Premiums," page 14.

Can I cancel my contract?

You can examine the contract and return it to TIAA-CREF Life for a refund, until
the end of the "free look" period specified in your contract (which is a minimum
of 10 days, but varies by state). In states that permit it, we'll refund the
accumulation value calculated on the date that you returned the contract and the
refund request to us. (Note that the value of your initial premium may have gone
down during the period.) In states that don't allow us to refund accumulation
value only, we'll refund the premiums you paid to the contract. We will consider
the contract returned on the date it's postmarked and properly addressed with
postage pre-paid or, if it's not postmarked, on the day we receive it. We will
send you the refund within 7 days after we get written notice of cancellation
and the return contract. If you live in a state that requires refund of
premiums, your total of premiums and transfers allocated to the separate account
during the "free look" period can't exceed $10,000. For details, see "Purchasing
a Contract and Remitting Premiums," page 14.


9
<PAGE>

Can I transfer among the investment options or make cash withdrawals from the
contract?

Currently, you can transfer funds from the variable investment accounts to the
fixed account and among the variable investment account options as often as you
like (except from the International Equity Account, as described below).
Beginning July 15, 2000, our transfer policy will change so that you may not
make more than two transfers from the International Equity Account in any 90-day
period. (We may impose further restrictions in the future, or take other steps
to discourage market timing). You can transfer from the fixed account to the
variable investment accounts no more than once every 180 days. All transfers
must be for at least $250 or your entire account balance. All cash withdrawals
must be for at least $1,000 or your entire account balance. For details, see
page 18.

Cash withdrawals may be taxed and you may have to pay a tax penalty if you want
to make a cash withdrawal before age 59 1/2.

What are my options for receiving annuity payments under the contract?

Annuity payments currently are only available from the fixed account. Beginning
late in the year 2000, subject to regulatory approval, you also may choose to
receive variable annuity payments out of any of the variable investment
accounts. The contract offers a variety of annuity options, including: One-Life
Annuities, which pay income as long as you live or until the end of a specified
guaranteed period, whichever is longer; Fixed-Period Annuities, which pay income
for a period of between 2 and 30 years; and Two-Life Annuities, which pay income
to you as long as you live, then continue at either the same or a reduced level
for the life of your annuity partner or until the end of a specified guaranteed
period, which is greater. For details, see "The Contract--the Annuity Period,"
page 22.

What death benefits are available under the contract?

If you die before receiving annuity payments, your beneficiary can receive a
death benefit, paid out of the fixed account. The amount of the death benefit
will be the greater of the amounts you've accumulated in your accounts or the
total premiums paid under your contract (less any cash withdrawals). For
details, see "Death Benefits," page 26.


10
<PAGE>

TIAA-CREF Life Insurance Company and TIAA

The contracts are issued by TIAA-CREF Life Insurance Company, a stock life
insurance company organized under the laws of the State of New York on November
20, 1996. All of the stock of TIAA-CREF Life is held by TIAA-CREF Enterprises,
Inc., a wholly-owned subsidiary of Teachers Insurance and Annuity Association of
America (TIAA). TIAA-CREF Life's headquarters are at 730 Third Avenue, New York,
New York 10017-3206.


TIAA, is a stock life insurance company, organized under the laws of the State
of New York. It was founded on March 4, 1918, by the Carnegie Foundation for the
Advancement of Teaching. TIAA is the companion organization of the College
Retirement Equities Fund (CREF), the first company in the United States to issue
a variable annuity. CREF is a nonprofit membership corporation established in
the State of New York in 1952. Together, TIAA and CREF, serving approximately
2.2 million people, form the principal retirement system for the nation's
education and research communities and one of the largest retirement systems in
the world, based on assets under management. As of December 31, 1999, TIAA's
assets were approximately $110 billion; the combined assets for TIAA and CREF
totalled approximately $288 billion (although neither TIAA nor CREF stands
behind TIAA-CREF Life's guarantees).



The Separate Account

On July 27, 1998, TIAA-CREF Life established TIAA-CREF Life Separate Account
VA-1 as a separate investment account under New York law. The separate account
is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940, as amended (the 1940 Act). As part of TIAA-CREF Life, the
separate account is also subject to regulation by the State of New York
Insurance Department (NYID) and the insurance departments of some other
jurisdictions in which the contracts are offered (see the SAI).

Although TIAA-CREF Life owns the assets of the separate account, and the
obligations under the contracts are obligations of TIAA-CREF Life, the separate
account's income, investment gains, and investment losses are credited to or
charged against the assets of the separate account without regard to TIAA-CREF
Life's other income, gains, or losses. Under New York law, we can't charge the
separate account with liabilities incurred by any other TIAA-CREF Life separate
account or other business activity TIAA-CREF Life may undertake.


11
<PAGE>

The separate account currently has five subaccounts, or investment accounts,
which invest in shares of the funds of the TIAA-CREF Life Funds. The TIAA-CREF
Life Funds are described briefly below.


TIAA-CREF Life Funds

General

TIAA-CREF Life Funds is an open-end management investment company that was
organized as a business trust under Delaware law on August 13, 1998. The
TIAA-CREF Life Funds currently consists of the following five investment
portfolios but may add other portfolios in the future.

The Growth Equity Fund seeks a favorable long-term return, mainly through
capital appreciation, primarily from a diversified portfolio of common stocks
that present the opportunity for exceptional growth.

The Growth & Income Fund seeks a favorable long-term return through capital
appreciation and investment income, by investing in a broadly diversified
portfolio of common stocks selected for their investment potential.

The International Equity Fund seeks favorable long-term returns, mainly through
capital appreciation, by investing in a broadly diversified portfolio of
primarily foreign equity investments.

The Stock Index Fund seeks a favorable long-term rate of return from a
diversified portfolio selected to track the overall market for common stocks
publicly traded in the U.S., as represented by a broad stock market index.

The Social Choice Equity Fund seeks a favorable long-term rate of return that
tracks the investment performance of the U.S. stock market while giving special
consideration to certain social criteria.


12
<PAGE>

Fund Prospectus

The investment objective, techniques and restrictions of the TIAA-CREF Life
Funds are described fully in its prospectus and SAI. A copy of the prospectus or
a profile of that prospectus accompanies this prospectus. The prospectus and SAI
of the TIAA-CREF Life Funds may be obtained by writing TIAA-CREF Life Funds, 730
Third Avenue, New York, New York 10017-3206, or by calling 800 842-2733,
extension 5509. You should read the prospectus for the TIAA-CREF Life Funds
carefully before investing in the separate account.

Investment Management

Teachers Advisors, Inc. (Advisors), an indirect subsidiary of TIAA, manages the
assets of the TIAA-CREF Life Funds. Advisors also manages the Stock Index
Account of the TIAA Separate Account VA-1, TIAA-CREF Mutual Funds, and TIAA-CREF
Institutional Mutual Funds. The same personnel also manages the CREF accounts on
behalf of TIAA-CREF Investment Management, LLC, an investment adviser which is
also a TIAA subsidiary.

Voting Rights

The separate account is the legal owner of the shares of the funds of the
TIAA-CREF Life Funds offered through your contract. It therefore has the right
to vote its shares at any meeting of the TIAA-CREF Life Funds' shareholders. The
TIAA-CREF Life Funds doesn't plan to hold annual meetings of shareholders.
However, if and when shareholder meetings are held, we will give you the right
to instruct us how to vote the shares attributable to your contract. If we don't
receive timely instructions, your shares will be voted by TIAA-CREF Life in the
same proportion as the voting instructions received on all outstanding
contracts. TIAA-CREF Life may vote the shares of the funds in its own right in
some cases, if it determines that it may legally do so.

The number of fund shares attributable to you is determined by dividing your
interest in the applicable investment account by the net asset value of the
underlying fund.


13
<PAGE>


Adding and Closing Accounts or
Substituting Investment Portfolios; Adding or
Deleting Income Methods

We can add new investment accounts in the future that would invest in other fund
portfolios or other funds. We don't guarantee that the separate account, any
existing investment account or any investment account added in the future, will
always be available. We reserve the right to add or close accounts, substitute
one investment portfolio for another, combine accounts or investment portfolios,
or add, delete or stop providing income options from any investment account. We
can also stop or start providing income-paying annuities under either the annual
or monthly income change method from any current or future investment account.
We can also make any changes to the separate account or to the contract required
by applicable laws relating to annuities or otherwise. TIAA-CREF Life can make
these and some other changes at its discretion, subject to NYID and SEC approval
as required. The separate account can (i) operate under the Investment Company
Act of 1940 as an investment company, or in any other form permitted by law,
(ii) deregister under the 1940 Act if registration is no longer required, or
(iii) combine with other separate accounts. As permitted by law, TIAA-CREF Life
may transfer the separate account assets to another separate account or account
of TIAA-CREF Life or another insurance company or transfer the contract to
another insurance company.



The Contract--the Accumulation Period

The contract is an individual flexible-premium (you can contribute varying
amounts) deferred annuity that accepts only after-tax dollars. The rights and
benefits under the variable component of the contract are summarized below.
However, the descriptions you read here are qualified entirely by the contract
itself. We plan on offering the contract in all fifty states, the District of
Columbia and the United States Virgin Islands, although currently the contract
will not be available to residents in those states where we haven't yet received
regulatory approval.

Purchasing a Contract and Remitting Premiums

Initial Premiums. We'll issue you a contract as soon as we receive your
completed application and your initial premium at our home office. Please send
your check, payable to TIAA-CREF Life Insurance Company, along with the
application to:

   TIAA-CREF
   P.O. Box 530189
   Atlanta, GA 30353-0189

14
<PAGE>

Initial premiums must be for at least $250. However, you may establish an
automatic investment plan using electronic funds transfers with a minimum
investment of $25 by completing an authorization form. (The initial payment must
be made by check.) We will credit your initial premium within two business days
after we receive all necessary information or the premium itself, whichever is
later. If we don't have the necessary information within five business days,
we'll return your initial premium unless you instruct us otherwise upon being
contacted.

Additional Premiums. Subsequent premiums must be for at least $25. Send a check,
payable to TIAA-CREF Life Insurance Company, along with a personalized payment
coupon (supplied upon purchasing a contract) to:

   TIAA-CREF
   Personal Annuity Premiums
   P.O. Box 530195
   Atlanta, GA 30353-0195

If you don't have a coupon, use a separate piece of paper to give us your name,
address and contract number. These premiums will be credited as of the business
day we receive them, and allocated in the same way as your prior premiums,
unless you instruct otherwise. Currently, TIAA-CREF Life will accept premiums at
any time both the contractowner and the annuitant are living and your contract
is in the accumulation period. However, we reserve the right not to accept
premiums under this contract after you have been given three months' notice.

Electronic Payment. You may make initial or subsequent investments by electronic
payment. A federal wire is usually received the same day and an ACH is usually
received by the second day after transmission. Be aware that your bank may
charge you a fee to wire funds, although ACH is usually less expensive than a
federal wire. Here's what you need to do:

1. If you are sending in an initial premium, send us your application;

2. Instruct your bank to wire money to:

   Citibank, N.A.
   ABA Number 021000089
   New York, NY
   Account of: TIAA-CREF Life Insurance Company
   Account Number: 4068-4865

15
<PAGE>

3. Specify on the wire:
   - Your name, address and Social Security Number(s) or Taxpayer Identification
     Number
  -  Indicate if this is for a new application or existing contract (provide
     contract number if existing)

Certain Restrictions. Except as described below, the contract doesn't restrict
how large your premiums are or how often you send them, although we reserve the
right to impose restrictions in the future. Your total premiums and transfers to
the variable investment accounts during the "free look" period can't exceed
$10,000 if you live in any of the following states:

<TABLE>
<CAPTION>
                        "Free Look"
Jurisdiction          Period (days)
- -----------------------------------
<S>                        <C>
Georgia                    10
Idaho                      20
Louisiana                  10
Massachusetts              10
Michigan                   10
Missouri                   10
Nebraska                   10
Nevada                     10
New Jersey                 10
North Carolina             10
Oklahoma                   10
Rhode Island               10
South Carolina             31
Texas                      10
Utah                       10
Washington                 10
West Virginia              10
- -----------------------------------
</TABLE>

In addition, total premiums and transfers to the fixed account in any 12-month
period could be limited to $300,000. Call us for more information.

Accumulation Units


The premiums you allocate or transfers you make to the variable investment
accounts purchase accumulation units. We calculate how many accumulation units
to credit by dividing the amount allocated or transferred to the particular
variable investment account by its



16
<PAGE>

accumulation unit value calculated at the close of the business day when we
received your premium or completed transfer request. We may use a later business
day for your initial premium. To determine how many accumulation units to
subtract for transfers out and cash withdrawals, we use the unit value for the
business day when we receive your completed transaction request and all required
information and documents (unless you've chosen a later date).

The value of the accumulation units will depend mainly on the investment
experience of the underlying investment fund, though the unit value reflects
expense deductions from assets by TIAA-CREF Life. We calculate the unit value at
the close of each valuation day. We multiply the previous day's unit value by
the net investment factor for the pertinent investment account of the separate
account. The net investment factor reflects, for the most part, changes in the
net asset value of the shares of the fund held by the investment account, and
investment income and capital gains distributed to the investment account. The
net investment factor is decreased by the separate account expense and risk
charges.

The Fixed Account

This prospectus provides information mainly about the contract's variable
component. Following is a brief description of the fixed account.

You can allocate premiums to the fixed account or transfer from the variable
investment accounts to the fixed account at any time. Premiums allocated and
amounts transferred to the fixed account become part of the general account
assets of TIAA-CREF Life, which support various insurance and annuity
obligations. The general account includes all the assets of TIAA-CREF Life,
except those in the separate account (i.e., the variable investment accounts) or
in any other TIAA-CREF Life separate account. Interests in the fixed account
have not been registered under the Securities Act of 1933 (the 1933 Act), nor is
the fixed account registered as an investment company under the 1940 Act.
Neither the fixed account nor any interests therein are generally subject to the
1933 Act or 1940 Act.

Currently, TIAA-CREF Life guarantees that amounts in the fixed account will earn
interest of at least 3 percent per year. At its discretion, TIAA-CREF Life can
credit amounts in the fixed account with interest at a higher rate than 3
percent per year.

For details about the fixed account, see your contract.

17
<PAGE>

Transfers


You can transfer some (at least $250 at a time) or all of the amount you
accumulate under your contract among the separate account's variable investment
accounts and from those accounts to the fixed account. Currently, we don't
charge you for transfers or limit the number of transfers you may make from the
fixed account to a variable investment account or among the variable investment
accounts (except from the International Equity Account, as described below).
Beginning July 15, 2000, our transfer policy will change so that you may not
make more than two transfers from the International Equity Account in any 90-day
period. We reserve the right to further limit transfers from any of the
investment accounts in the future to as little as one transfer every 90 days.
Transfers from the fixed account to any of the variable investment accounts are
limited to once every 180 days. TIAA-CREF Life may defer a transfer from the
fixed account for up to six months.



Market Timing

There are contractowners who may try to profit from transferring money back and
forth among investment accounts in an effort to "time" the market. As money is
shifted in and out of these accounts, we incur transaction costs and the
underlying funds incur expenses for buying and selling securities. These costs
are borne by all contractowners, including long-term investors who do not
generate the costs. To discourage this market-timing activity, we could, in
addition to imposing restrictions on the number of transfers allowed in a given
period, among other things, limit a contractowner's ability to make transfers by
telephone, fax or over the Internet.


Cash Withdrawals

You can withdraw some or all of your accumulation in the variable investment
accounts. Cash withdrawals must be for at least $1,000 (or your entire
accumulation, if less). We reserve the right to cancel any contract where no
premiums have been paid to either the separate account or the fixed account for
three years and your total amount in the separate account and the fixed account
falls below $250. Currently, there's no charge for cash withdrawals.

If you withdraw your entire accumulation in the separate account and the fixed
account, we'll cancel your contract and all of our obligations to you under the
contract will end.


18
<PAGE>

General Considerations for All Transfers and Cash Withdrawals

You can tell us how much you want to transfer or withdraw in dollars,
accumulation units, or as a percentage of your accumulation.

Transfers and cash withdrawals are effective at the end of the business day we
receive your request and any required information and documentation. Transfers
and cash withdrawals made at any time other than during a business day will be
effective at the close of the next business day. You can also defer the
effective date of a transfer or cash withdrawal to a future business day
acceptable to us. Transfers to the fixed account begin participating on the day
after the business day we receive your transfer request and any required
information and documentation.

To request a transfer, write to TIAA-CREF Life's home office, call our Automated
Telephone Service at 800 842-2252 (there is an option to speak with a live
person, if you wish), or use our Inter/ACT service over the Internet at
www.tiaa-cref.org. If you make a telephone or Internet transfer at any time
other than during a business day, it will be effective at the close of the next
business day. We can suspend or terminate your ability to transfer by telephone,
fax, or over the Internet at any time for any reason.

Tax Issues

Make sure you understand the possible federal and other income tax consequences
of transfers and cash withdrawals. Cash withdrawals are usually taxed at the
rates for ordinary income--i.e., they are not treated as capital gains.
Withdrawals before age 59 1/2 may subject you to early-distribution taxes as
well. For details, see "Federal Income Taxes," page 29.

19
<PAGE>

Charges


Separate Account Charges

We deduct charges each valuation day from the assets of each variable investment
account for various services required to administer the separate account and the
contracts and to cover certain insurance risks borne by TIAA-CREF Life. The
contract allows for total separate account charges (i.e., administrative expense
and mortality and expense risk charges) of 1.20 percent of net assets of each
variable investment account annually. TIAA-CREF Life has waived a portion of the
mortality and expense risk charges so that current separate account charges
total 0.30 percent of net assets annually. While TIAA-CREF Life reserves the
right to increase the separate account charges at any time, we will provide at
least three months' notice before any raise.

Administrative Expense Charge. This charge is for administration and operations,
such as allocating premiums and administering accumulations. The daily deduction
is equivalent to 0.20 percent of net assets annually.

Mortality and Expense Risk Charge. TIAA-CREF Life imposes a daily charge as
compensation for bearing certain mortality and expense risks in connection with
the contract. The current daily deduction is equal to 0.10 percent of net assets
annually.

TIAA-CREF Life's mortality risks come from its obligations under the contract to
make annuity payments and to pay death benefits before the annuity starting
date. This assures that the amount of your annuity payments won't be affected by
how long you live or whether there is any collective change in life expectancy
by those receiving annuity payments. TIAA-CREF Life also bears a risk in
connection with its death benefit guarantee, since a death benefit may be more
than the actual amount of an accumulation at the time when it's payable.

TIAA-CREF Life's expense risk is the possibility that TIAA-CREF Life's expenses
for administering the contract and the separate account will be higher than the
amount recovered through the administrative expense deduction.

If the mortality and expense risk charge allowed under the contract isn't enough
to cover TIAA-CREF Life's costs, TIAA-CREF Life will absorb the deficit. On the
other hand, if the charge more than covers costs, TIAA-CREF Life will profit.
TIAA-CREF Life will pay a fee from its general account assets, which may include
amounts derived from the mortality and expense risk


20
<PAGE>

charge, to Teachers Personal Investors Services, Inc. (TPIS), the principal
distributor of the variable component of the contract.

Other Charges and Expenses


Fund Expenses. Certain deductions and expenses of the underlying funds are paid
out of the assets of the TIAA-CREF Life Funds. These expenses include charges
for investment advice, portfolio accounting, custody, and similar services
provided for the fund. Advisors is entitled to an annual fee based on a
percentage of the average daily net assets of each fund, under an investment
management agreement between Advisors and the TIAA-CREF Life Funds. Advisors has
agreed to waive a portion of the fees for each fund. These waivers are
contractual and will remain in effect until April 1, 2003. The fund fees with
and without waivers are as follows:

<TABLE>
<CAPTION>
                                   Current
                                Fund Expenses       Fund Expenses
                                (with waiver)    (without waiver)
- -----------------------------------------------------------------
<S>                                 <C>               <C>
Growth Equity Fund                  0.25%             0.46%
- -----------------------------------------------------------------
Growth & Income Fund                0.23%             0.44%
- -----------------------------------------------------------------
International Equity Fund           0.29%             0.53%
- -----------------------------------------------------------------
Stock Index Fund                    0.07%             0.30%
- -----------------------------------------------------------------
Social Choice Equity Fund           0.18%             0.39%
- -----------------------------------------------------------------
</TABLE>


For more on underlying fund deductions and expenses, read the TIAA-CREF Life
Funds prospectus.

No Deductions from Premiums. The contract provides for no front-end charges.

Premium Taxes. Currently, residents of several states may be subject to premium
taxes on their contract. We normally will deduct any charges for premium taxes
from your accumulation when it's applied to provide annuity payments. However,
if a jurisdiction requires that premium taxes be paid at other times, such as
when premiums are paid or when cash withdrawals are taken, we'll deduct premium
taxes then. State premium taxes currently range from 1.00 percent to 3.50
percent of premium payments.


21
<PAGE>

The Contract--the Annuity Period


You can apply your contract accumulations to provide you with annuity payments.
All annuity payments currently are paid from the fixed account. Beginning late
in the year 2000, subject to regulatory approval, you also may choose to receive
variable annuity payments paid out of any of the variable investment accounts.
Annuity payments will be based, among other things, on the amount of your
accumulation, your choice of income option, and your choice among the fixed and
variable payout options (when variable options are available). In the case of
variable payments, your payments will also be based on the investment returns of
the fund(s) underlying the variable investment account(s) you choose and the
income change method you choose. Annuity payments will usually be paid once a
month. If your annuity payments would be less than $100 a month, we may make
annuity payments less frequently than that. The total value of annuity payments
made to you may be more or less than the total premiums you paid under the
contract.

When Annuity Payments Begin

Generally you pick the date when you want annuity payments to begin when you
first apply for a contract. The date you choose can't be later than the
annuitant's 90th birthday. You can choose or change this annuity starting date
at any time before annuity payments begin. In any case, the annuity starting
date will be the first day of a month and can't be earlier than fourteen months
after the day your contract is issued. Your first annuity check may be delayed
while we process your choice of income options and calculate the amount of your
initial payment.

For payments to begin on the annuity starting date you chose, we must have
received all information and documentation necessary for the income option
you've picked. If we haven't received all the necessary information, we'll defer
the annuity starting date until the first day of the month after the information
has reached us, but not beyond the annuitant's 90th birthday. If you haven't
picked an income option by then or if we have not otherwise received all the
necessary information, we will begin payments under a One-Life Annuity with, if
allowed under federal tax law, a ten year guaranteed period. The payments will
be made out of the fixed account, or, when variable payout options are made
available, the fixed and variable investment accounts to which the
contractowner's accumulations were allocated, in the same proportion as the
accumulation.

Technically all benefits are payable at TIAA-CREF Life's home office, but if you
instruct us, we'll send your annuity payments by mail to your home address or
(on your request) by mail


22
<PAGE>

or electronic fund transfer to your bank. If the address or bank where you want
your payments changes, it's your responsibility to let us know. We can send
payments to your residence or most banks abroad.

Payment from the Fixed Account

Your payments from the fixed account are based on the value of the accumulation
in your contract determined at the end of the last calendar day of the month
before the annuity starting date. Currently, we automatically transfer your
accumulations in the variable investment accounts to the fixed account on that
day. At the annuity starting date, the dollar amount of each annuity payment
resulting from your accumulations is fixed, based upon:

   - the amount of your fixed account accumulation
   - the annuity option you choose
   - the ages of the annuitant and any annuity partner, and
   - the annuity rates specified in your contract's rate schedule.

Payments are not variable--they won't change based on the investment experience
of any variable investment account.

Payment from the Variable Investment Accounts


Beginning late in the year 2000, we plan on giving you the option of receiving
annuity payments out of the variable investment accounts as well. Your initial
income payments will be based on:

   - the value of your accumulation in an investment account on the last
     valuation day before the annuity starting date
   - the annuity option you choose
   - the ages of the annuitant and any annuity partner, and
   - an assumed annual investment return of 4% and mortality basis set forth in
     the contract's rate schedule


Subsequent payments will be based on the investment experience of the funds
underlying the variable investment accounts relative to the 4% assumed annual
investment return, and the income change method you choose. In general, your
payments will increase if the



23
<PAGE>


performance of the variable investment account (net of expenses) is greater
than 4% and decrease if the performance is less than 4%.


You may choose either an annual or monthly income change method for your
variable annuity payments. Under the annual income change method, payments from
the variable investment accounts will change each May 1, based on the net
investment results of the funds underlying the investment account during the
prior year (April 1 through March 31). Under the monthly income change method,
payments from the variable investment accounts will change every month, based on
the net investment results during the previous month. The amount of your next
payment will be determined on the 20th day of each month (or, if the 20th is not
a business day, the prior business day).

For a full discussion of how we determine the amount of variable annuity
payments, see the SAI.

Income Options

You have a number of different annuity options. The current options are:

- - One-Life Annuities with or without Guaranteed Period. Pays income as long as
  you or your annuitant lives. If you opt for a guaranteed period (10, 15 or 20
  years) and you or your annuitant dies before it's over, income payments will
  continue to your beneficiary until the end of the period. If you don't opt for
  a guaranteed period, all payments end at your death--so that it's possible for
  you to receive only one payment if you die less than a month after payments
  start.

- - Fixed-Period Annuities. Pays income (usually monthly) for a stipulated period
  of not less than two nor more than thirty years. At the end of the period
  you've chosen, payments stop. If you die before the period is up, your
  beneficiary becomes the contractowner.

- - Two-Life Annuities with or without Guaranteed Period. Pays income to you as
  long as you live, then continues at either the same or a reduced level for the
  life of your annuity partner, or until the end of the specified guaranteed
  period, whichever period is longer. There are three types of two-life annuity
  options, all available with or without a guaranteed period-- Full Benefit to
  Survivor, Two-Thirds Benefit to Survivor, and a Half-Benefit to Annuity
  Partner.

24
<PAGE>


While guaranteed period or fixed period payments are being made, you or your
beneficiary have the right to receive in a lump sum the commuted value of any
periodic payments or other amounts remaining due.


Transfers During the Annuity Period

When we introduce variable payment options, once each calendar quarter you will
be able to transfer all or part of the future annuity income payable from any
investment account to another investment account or to the fixed account. Once a
calendar year, you will also be able to transfer income payable from the fixed
account to any of the variable investment accounts (provided they are equity
accounts), either in a lump sum limited to 20% of annuity income in any year, or
in installment payments over a five year period. Once income has been
transferred, subsequent transfers may be made only among those variable
investment accounts, but not back to the fixed account.

We'll process your transfer on the business day we receive your request. You can
also choose to have a transfer take effect at the close of any future business
day, or the last calendar day of the current or any future month, even if it's
not a business day. Transfers under the annual income payment method will affect
your annuity payments beginning on the May 1 following the March 31 which is on
or after the effective date of the transfer. Transfers under the monthly income
payment method and all transfers into the fixed account will affect your annuity
payments beginning with the first payment due after the monthly payment
valuation day that is on or after the transfer date. You can switch between the
annual and monthly income change methods, and the switch will go into effect on
the following March 31.

For more, see the SAI.

25
<PAGE>

Death Benefits


Availability; Choosing Beneficiaries

Death benefits are available if you or the annuitant die during the accumulation
period. When you fill out an application for a contract, you name one or more
beneficiaries to receive the death benefit if you die. You can change your
beneficiary at any time during the accumulation period. For more information on
designating beneficiaries, contact TIAA-CREF Life or your legal advisor.

Special Option for Spouses

If your spouse is the sole beneficiary when you die, your spouse can choose to
become the contractowner and continue the contract, or receive the death
benefit. If your spouse does not make a choice within 60 days after we receive
proof of death, your spouse will automatically become the contractowner. Your
spouse will also become the annuitant if you were the annuitant.

Payment of Death Benefit

Death benefits currently are paid only out of the fixed account. Your
accumulation will continue participating in the investment experience of the
separate account's investment accounts until we authorize payment of the fixed
account death benefit. We will transfer your separate account accumulation to
the fixed account as of the date we authorize payment of the death benefit.
Beginning late in the year 2000, death benefits may also be paid out of the
variable investment accounts. At that time, if you or your beneficiary choose a
variable method of payment, your separate account accumulations will not
automatically be transferred to the fixed account.


To authorize payment and pay a death benefit, TIAA-CREF Life must have received
all necessary forms and documentation, including proof of death and the
selection of the method of payment. Even if we have not received all of the
required information, death benefits must begin by the first day of the month
following the 60th day after we receive proof of death. If no method of payment
has been chosen by that time, we will pay the death benefit as annual payments
for a fixed period ending in the twelve-month period before the fifth
anniversary of the death.



26
<PAGE>

Amount of Death Benefit

The amount of the death benefit will equal the greater of:

(1) the amount you have accumulated in the variable investment accounts and
    fixed accounts on the day we authorize payment of the death benefit, or

(2) the total premiums paid under your contract minus any cash withdrawals (or
    any surrender charges on cash withdrawals.

If (2) is greater than (1), we'll deposit the difference in the fixed account as
of the day we authorize payment of the death benefit.

Methods of Payment of Death Benefits

You can choose in advance the method by which we'll pay death benefits. The
level of death benefits received will depend on the method of payment selected.
You can block your beneficiaries from changing the method you've chosen or you
can leave the choice to them. The method of payment you've chosen can be changed
by notifying us in writing, provided death benefits haven't yet started.

TIAA-CREF Life limits the methods of payment for death benefits to those
suitable under federal income tax law for annuity contracts. With methods
offering periodic payments, benefits are usually monthly, but the death benefit
beneficiary can request to receive them quarterly, semiannually, or annually
instead. At present, the methods of payment for TIAA-CREF Life death benefits
are:

- - Single-Sum Payment. The entire death benefit is paid at once. When the
beneficiary is an estate, the single-sum method is automatic, and TIAA-CREF
Life reserves the right to pay death benefits only as a single sum to any
beneficiary that is not a natural person.

- - One-Life Annuities with or without Guaranteed Period. Payable monthly for the
life of the death benefit beneficiary or through a specified guaranteed
period, whichever is longer. The guaranteed period can't exceed the life
expectancy of your beneficiary.


27
<PAGE>

- - Fixed-Period Annuities. Payable over two to thirty years, as determined by you
or your beneficiary. The payment period can't exceed the life expectancy of
your beneficiary.

Single-sum payments must be made within five years of your death. Other methods
of payment must begin within one year of your death.

The One-Life Annuities are available only if the death benefit beneficiary is a
natural person. We reserve the right to require a change in choice if the chosen
method results in payments of less than $100.

The amount of your death benefit payments under a One-Life Annuity or Fixed
Period Annuity method is determined in the same way as annuity income payments.


If your beneficiary dies while guaranteed or fixed period payments are being
made, any periodic payments or other amounts remaining due will be paid to the
person named by you or the beneficiary. We may pay the commuted value of these
payments in a lump sum unless the beneficiary directs otherwise.



Timing of Payments

Usually we'll make the following kinds of payments from the variable investment
accounts within seven calendar days after we've received the information we need
to process a request:

1. Cash withdrawals;

2. Transfers to another variable investment account, the fixed account or
   another company; and

3. Death benefits.

28
<PAGE>

We can extend the seven-day period only if (1) the New York Stock Exchange is
closed (or trading restricted by the SEC) on a day that isn't a weekend or
holiday; (2) an SEC-recognized emergency makes it impractical for us to sell
securities or determine the value of assets in the separate account; or (3) the
SEC says by order that we can or must postpone payments to protect you and other
separate account contractowners.


Federal Income Taxes

The following discussion is based on our understanding of current federal income
tax law, and is subject to change. For complete information on your personal tax
situation, check with a qualified tax advisor.

Taxation of Annuities

The following discussion assumes the contracts qualify as annuity contracts for
federal income tax purposes (see the SAI for more information):

In General. IRC section 72 governs annuity taxation generally. We believe an
owner who is a natural person usually won't be taxed on increases in the value
of a contract until there is a distribution (i.e., the owner withdraws all or
part of the accumulation or takes annuity payments). Since transfers among
investment accounts under the contract aren't considered distributions, they
won't be taxed. Assigning, pledging, or agreeing to assign or pledge any part of
the accumulation usually will be considered a distribution. Withdrawals of
accumulated investment earnings are taxable as ordinary income. Generally under
the IRC, withdrawals are first allocated to investment earnings.

The owner of any annuity contract who is not a natural person (such as a trust)
generally must include in income any increases in the value of the contract
during the taxable year.

The following discussion applies generally to contracts owned by a natural
person:

Withdrawals. If you withdraw funds from your contract before the annuity
starting date, IRC section 72(e) usually deems taxable any amounts received to
the extent that the accumulation


29
<PAGE>

value at the time you withdraw exceeds your investment in the contract. The
investment in the contract usually equals all premiums paid by the contractowner
or on the contractowner's behalf.

If you withdraw your entire accumulation under a contract, you will be taxed
only on the part that exceeds your investment in the contract.

Annuity Payments. Although tax consequences can vary with the income option you
pick, IRC section 72(b) provides generally that, before you recover the
investment in the contract, part of each annuity income payment is treated as
recovery of your investment in the contract, and can be excluded from your
income. After you recover your investment in the contract, all additional
annuity payments are fully taxable.

Taxation of Death Benefit Proceeds. Amounts may be paid from a contract because
an owner has died. If the payments are made in a single sum, they're taxed the
same way a full withdrawal from the contract is taxed. If they are distributed
as annuity payments, they're taxed as annuity payments.

Penalty Tax on Some Withdrawals. You may have to pay a penalty tax (10 percent
of the amount treated as taxable income) on some withdrawals. However, there is
usually no penalty on distributions:

(1) on or after you reach 59 1/2;

(2) after you die (or after the annuitant dies, if the owner isn't an
    individual);

(3) after you become disabled; or

(4) that are part of a series of substantially equal periodic (at least annual)
    payments for your life (or life expectancy) or the joint lives (or joint
    life expectancies) of you and your beneficiary.

Possible Tax Changes. Legislation is proposed from time to time that would
change the taxation of annuity contracts. It is possible that such legislation
could be enacted and that it could be retroactive (that is, effective prior to
the date of the change). You should consult a tax adviser regarding legislative
developments and their effect on the contract.


30
<PAGE>

Transfers, Assignments or Exchanges of a Contract

Transferring contract ownership, designating an annuitant, payee or other
beneficiary who is not also the owner, or exchanging a contract can have other
tax consequences that we don't discuss here. If you're thinking about any of
those transactions, contact a tax advisor.

Withholding

Annuity distributions usually are subject to withholding for the recipient's
federal income tax liability at rates that vary according to the type of
distribution and the recipient's tax status. However, recipients can usually
choose not to have tax withheld from distributions.

Multiple Contracts

In determining gross income, section 72(e) generally treats as one contract all
TIAA-CREF Life and TIAA non-qualified deferred annuity contracts issued to the
same owner during any calendar year. This could affect when income is taxable
and how much might be subject to the 10 percent penalty tax (see above). Consult
a tax advisor before buying more than one annuity contract for the purpose of
gaining a tax advantage.

Possible Charge for TIAA-CREF Life's Taxes

Currently we don't charge the separate account for any federal, state, or local
taxes on it or its contracts (other than premium taxes--see page 21) , but we
reserve the right to charge the separate account or the contracts for any tax or
other cost resulting from the tax laws that we believe should be attributed to
them.

Tax Advice

What we tell you here about federal and other taxes isn't comprehensive and is
for general information only. It doesn't cover every situation. Taxation varies
depending on the circumstances, and state and local taxes may also be involved.
For complete information on your personal tax situation, check with a qualified
tax advisor.


31
<PAGE>

Condensed Financial Information;
Performance Information

Condensed Financial Information

Presented below is condensed financial information for the separate account's
Stock Index Account. Since the other investment accounts have limited operating
history, we have not included condensed financial information here for them,
although financial statements for those accounts are in the SAI, which is
available free upon request.

The following condensed financial information is derived from the separate
account financial statements audited by Ernst & Young LLP, independent auditors,
for the year ended December 31, 1999. The data should be read in conjunction
with the financial statements and other financial information for the stock
index account included in the SAI. It is available without charge upon request.

<TABLE>
<CAPTION>
                                                         Year        December 1, 1998
                                                       Ended    (date established) to
                                           December 31, 1999        December 31, 1998(1)
- ----------------------------------------------------------------------------------------
<S>                                                 <C>                     <C>
Per Accumulation Unit Data:
 Investment income                                  $   .289                $   .052
 Expenses                                               .016                    .006
                                                    --------                --------
 Investment income-net                                  .273                    .046
 Net realized and unrealized gain
  on investments                                       5.184                   1.050
                                                    --------                --------
 Net increase in Accumulation Unit Value               5.457                   1.096
 Accumulation Unit Value:
  Beginning of year                                   26.096                  25.000
                                                    --------                --------
  End of year                                       $ 31.553                $ 26.096
                                                    ========                ========
Total return                                          20.91%                   4.39%
Ratio to Average Net Assets:
 Expenses                                              0.30%                   0.02%
 Investment income-net                                 5.09%                   0.18%
Portfolio turnover rate                                0.17%                   0.00%
Thousands of Accumulation Units outstanding
 at end of period                                        723                       4
</TABLE>

(1) The percentages shown for this period are not annualized.


32
<PAGE>

Performance Information

We may advertise the total return and average annual total return of the
separate account. "Total return" means the cumulative percentage increase or
decrease in the value of an investment over standard one-, five-, and ten-year
periods (and occasionally other periods as well).

"Average annual total return" means the annually compounded rate that would
result in the same cumulative total return over the stated period.

All performance figures are based on past investment results. They aren't a
guarantee that the separate account will perform equally or similarly in the
future. Write or call us for current performance figures for the separate
account's investment accounts.


General Matters

Telephone and Internet Transactions

You can use our Automated Telephone Service (ATS) or our Inter/ACT system over
the Internet to check your accumulation balances and/or your current allocation
percentages, transfer among the variable investment accounts and the fixed
account, and/or allocate future premiums to the variable investment accounts or
the fixed account. You will be asked to enter your Personal Identification
Number (PIN) and Social Security number for both systems. Both will lead you
through the transaction process and will use reasonable procedures to confirm
that instructions given are genuine. All transactions made over the ATS and
Inter/ACT are electronically recorded.

To use the ATS, you need a touch-tone phone. The toll free number for the ATS is
800 842-2252. To use Inter/ACT, access the TIAA-CREF Internet home page at
www.tiaa-cref.org.

We can suspend or terminate your ability to transact by telephone, fax, or over
the Internet at any time for any reason.


33
<PAGE>

Contacting TIAA-CREF Life

We won't consider any notice, form, request, or payment to have been received by
TIAA-CREF Life until it reaches our home office at 730 Third Avenue, New York,
New York 10017-3206 or the post office box specifically designated for the
purpose. You can ask questions by calling toll-free 800 223-1200.

Electronic Prospectuses

If you received this prospectus electronically and would like a paper copy,
please call 800 842-2733, extension 5509, and we will send it to you.

Householding

To cut costs and eliminate duplicate documents sent to your home, we may begin
mailing only one copy of the prospectus, prospectus supplements, annual and
semi-annual reports, or any other required documents, to your household, even if
more than one contractowner lives there. If you would prefer to continue
receiving your own copy of any of these documents, you may call us toll-free at
800 842-2733, extension 5509, or write us.

Signature Requirements

For some transactions, we may require your signature to be notarized or
guaranteed by a commercial bank or a member of a national securities exchange.

Errors or Omissions

We reserve the right to correct any errors or omissions on any form, report or
statement that we send you.


34
<PAGE>

Distributing the Contracts

The contracts are offered continuously by Teachers Personal Investors Services,
Inc. (TPIS) and, in some instances, TIAA-CREF Individual & Institutional
Services, Inc. (Services), subsidiaries of TIAA which are both registered with
the SEC as broker-dealers and are members of the NASD. TPIS may be considered
the "principal underwriter" for interests in the contract. Anyone distributing
the contract must be a registered representative of either TPIS or Services,
whose main offices are both at 730 Third Avenue, New York, New York 10017-3206.
No commissions are paid in connection with the distribution of the contracts.


Legal Proceedings

Neither the separate account, TIAA-CREF Life, TPIS, Services nor Advisors is
involved in any legal action that we consider material to the separate account.


35
<PAGE>

Table of Contents for the
Statement of Additional Information


<TABLE>
<CAPTION>
                                  Page in the
                                    Statement
                                of Additional
Item                              Information
- ----                            -------------
<S>                                 <C>
Variable Annuity Payments           B-3
Tax Status of the Contract          B-3
Performance Information             B-4
Statements and Reports              B-5
General Matters                     B-5
State Regulation                    B-5
Legal Matters                       B-5
Experts                             B-5
Additional Considerations           B-5
Additional Information              B-6
Financial Statements                B-6
</TABLE>


36


<PAGE>




                             Personal Annuity Select
                 Individual Deferred Variable Annuity Contract


                                 Funded Through


                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

                                       And
                        TIAA-CREF LIFE INSURANCE COMPANY


                       STATEMENT OF ADDITIONAL INFORMATION



                                  April 3, 2000



This Statement of Additional Information is not a prospectus and should be read
in connection with the current prospectus dated April 3, 2000 (the
"Prospectus"), for the variable annuity that is the variable component of the
contract. The Prospectus is available without charge by writing us at: TIAA-CREF
Life Insurance Company, 730 Third Avenue, New York, N.Y. 10017-3206 or calling
us toll-free at 800 842-2733, extension 5509. Terms used in the Prospectus are
incorporated into this Statement.


THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS.


                                [TIAA CREF LOGO]


<PAGE>

Table of Contents


<TABLE>
<CAPTION>
Item                                                               Page
- -----------------------------------------------------------------------
<S>                                                                <C>
VARIABLE ANNUITY PAYMENTS .......................................  B-3
TAX STATUS OF THE CONTRACT ......................................  B-3
PERFORMANCE INFORMATION .........................................  B-4
STATEMENTS AND REPORTS ..........................................  B-5
GENERAL MATTERS .................................................  B-5
STATE REGULATION ................................................  B-5
LEGAL MATTERS ...................................................  B-5
EXPERTS .........................................................  B-5
ADDITIONAL CONSIDERATIONS .......................................  B-5
ADDITIONAL INFORMATION ..........................................  B-6
FINANCIAL STATEMENTS ............................................  B-6
</TABLE>


B-2
<PAGE>

Variable Annuity Payments

The amount of variable annuity payments we pay will depend upon the number and
value of your annuity units in a particular investment account. The number of
annuity units is first determined on the day before the annuity payments begin.
The amount of the annuity payments will change according to the income change
method chosen.


Number of Annuity Units Payable. When a contractowner or beneficiary starts
receiving variable annuity payments, the number of annuity units payable from
each investment account under an income change method will be determined by
dividing the value of the account accumulation to be applied to provide the
annuity payments, by the product of the annuity unit value for that income
change method, and a factor that represents the present value of an annuity that
continues for as long as annuity payments would need to be paid. This factor
will reflect an interest rate for discounting future payments of 4 percent, the
timing and frequency of future payments, and the mortality assumptions for the
person(s) on whose life (lives) the annuity payments will be based. Mortality
assumptions will be based on the settlement mortality schedules set forth in the
contract.


The number of annuity units payable under an income change method under your
contract will be reduced by the number of annuity units you transfer out of that
income change method under your contract. The number of annuity units payable
will be increased by any internal transfers you make to that income change
method under your contract.


Calculating Annuity Unit Values. The annuity unit value for each investment
account is calculated separately for each income change method for each business
day and for the last calendar day of each month. The annuity unit value for each
income change method is determined by updating the annuity unit value from the
previous valuation day to reflect the net investment performance of the Account
for the current valuation period relative to the 4 percent assumed investment
return. We further adjust the annuity unit value to reflect the fact that
annuity payment amounts are redetermined only once a month or once a year
(depending on the revaluation method chosen). The purpose of the adjustment is
to equitably apportion any account gains or losses among those annuitants who
receive annuity income for the entire period between valuation dates and those
who start or stop receiving annuity income between the two dates. In general,
your payments will increase if the performance of the Account is greater than 4
percent and decrease if the performance is less than 4 percent.


For participants under the annual income change method, the value of the annuity
unit for payments remains level until the following May l. For those who have
already begun receiving annuity income as of March 31, the value of the annuity
unit for payments due on and after the next succeeding May 1 is equal to the
annuity unit value determined as of such March 31.

For participants under the monthly income change method, the value of the
annuity unit for payments changes on the payment valuation day of each month for
the payment due on the first of the following month.


TIAA-CREF Life reserves the right to modify the specific dates that payments
will change and the associated payment valuation date. We also can delete or
stop offering the annual or monthly income change methods.



Tax Status of the Contract

Diversification Requirements. Section 817(h) of the Internal Revenue Code (IRC)
and the regulations under it provide that separate account investments
underlying a contract must be "adequately diversified" for it to qualify as an
annuity contract under IRC section 72. The separate account intends to comply
with the diversification requirements of the regulations under section 817(h).
This will affect how we make investments.

Under the IRC, you could be considered the owner of the assets of the separate
account used to support your contract. If this happens, you'd have to include
income and gains from the separate account assets in your gross income. The IRS
has published rulings stating that a variable contractowner will be considered
the owner of separate account assets if the contractowner has any powers that
the actual owner of the assets might have, such as the ability to exercise
investment control.

Your ownership rights under the contract are similar but not identical to those
described by the IRS in rulings that held that contractowners were not owners of
separate account assets, so the IRS therefore might not rule the same way in
your case. TIAA-CREF Life reserves the right to change the contract if necessary
to help prevent your being considered the owner of the separate account's
assets.

Required Distributions. To qualify as an annuity contract under section 72(s) of
the IRC, a contract must provide that: (a) if any owner dies on or after the
annuity starting date but before all amounts under the contract have been
distributed, the remaining amounts will be distributed at least as quickly as
under the method being used when the owner died; and (b) if any owner dies
before the annuity starting date, all amounts under the contract will be
distributed within five years of the date of death. So long as the distributions
begin within a year of the owner's death, the IRS will consider these
requirements satisfied for any part of the owner's interest payable to or for
the benefit of a "designated beneficiary" and distributed over the beneficiary's
life or over a period that cannot exceed the beneficiary's life expectancy. A
designated beneficiary is the person the owner names to assume ownership when
the owner dies. A designated beneficiary must be a natural person, but if a
contractowner's spouse is the designated beneficiary, such spouse can continue
the contract when such contractowner dies.


B-3
<PAGE>

The contract is designed to comply with section 72(s). TIAA-CREF Life will
review the contract and amend it if necessary to make sure that it continues to
comply with the section's requirements.

Perfomance Information

Total Return Information for the Separate Account
Total return quotations for the investment accounts of the separate account may
be advertised. Total return quotations will reflect all aspects of the
investment account's return. Average annual total returns are determined by
finding the average annual compounded rate of return over a period that
reflects the growth (or decline) in value of a hypothetical $1,000 investment
made at the beginning of the period through the end of that period, according
to the following formula:

        P(1 + T)n = EV

   where:  P= hypothetical initial payment of $1,000
           T= average annual total return
           n = number of years in the period
           EV = ending value of the hypothetical investment at the end of
                the 1, 5, or 10 year period.

To derive the total return quotations from this formula, the percentage net
change in the value of the $1,000 investment from the beginning of the period to
the end of such period ("cumulative total return") is determined. Cumulative
total returns simply reflect the change in value of an investment over a stated
period. Since the accumulation unit value is a "total return" unit value that
reflects the investment experience of the particular investment account of the
separate account and all expense deductions made against the assets of the
separate account, the ending value, or EV, of the $1,000 hypothetical investment
is determined by applying the percentage change in the accumulation unit value
over the period to the hypothetical initial payment of $1,000 less the current
deductions from premiums (0%). We then solve the equation for T to derive the
average annual compounded rate of return for the separate account over the span
of the period, and the resulting "total return" quotation is carried out to the
nearest hundredth of one percent.

Total Returns
Set forth below is the calculation of the Stock Index investment account's
performance, which reflects all expense deductions from account assets, applied
to a hypothetical investment of $1,000 in that account. Because they are new,
we have not included the returns of the other investment accounts.


<TABLE>
<CAPTION>
Period                 Cumulative Total Return
- ------                 ------------------------
<S>                           <C>
Since inception               20.91%
(January 4, 1999 to
December 31, 1999)
</TABLE>


Performance Comparisons
Performance information for the separate account and its investment accounts
may be compared, in advertisements, sales literature, and reports to
contractowners and annuitants, to the performance information reported by other
investments and to various indices and averages. Such comparisons may be made
with, but are not limited to: (1) the S&P 500, (2) the Dow Jones Industrial
Average ("DJIA"), (3) Lipper Analytical Services, Inc. Mutual Fund Performance
Analysis Reports and the Lipper General Equity Funds Average, (4) Money
Magazine Fund Watch, (5) Business Week's Mutual Fund Scoreboard, (6) SEI Funds
Evaluation Services Equity Fund Report, (7) CDA Mutual Funds Performance Review
and CDA Growth Mutual Fund Performance Index, (8) Value Line Composite Average
(geometric), (9) Wilshire Associates indices, (10) Frank Russell Co. Inc.
indices, (11) the Consumer Price Index, published by the U.S. Bureau of Labor
Statistics (measurement of inflation), (12) Morningstar, Inc., and (13) the
Global Market indices created by Morgan Stanley, Inc., including the Europe,
Australasia, Far East (EAFE) Index, the EAFE+Canada Index and the International
Perspective Index. We may also discuss ratings or rankings received from these
entities, accompanied in some cases by an explanation of those ratings or
rankings, when applicable. In addition, advertisements may discuss the
performance of the indices listed above.

The performance of the variable investment accounts also may be compared to
other indices or averages that measure performance of other variable contracts,
or other pertinent groups of securities. Contractowners should keep in mind that
the composition of the investments in the reported averages will not be
identical to that of the separate account and that certain formula calculations
(i.e., yield) may differ from index to index. In addition, there can be no
assurance that the separate account will continue its performance as compared to
such indices.

Illustrating Compounding, Tax Deferral, and Expense Deductions
We may illustrate in advertisements, sales literature and reports to
contractowners or annuitants the effects of tax deferral and/or compounding of
earnings on an investment in the separate account. We may do this using a
hypothetical investment earning a specified rate of return. To illustrate the
effects of compounding, we would show how the total return from an investment
of the same dollar amount, earning the same or different interest rate, varies
depending on when the investment was made. To illustrate the effects of tax
deferral, we will show how the total return from an investment of the same
dollar amount, earning the same or different interest rates, for individuals in
the same tax bracket, would vary between tax-deferred and taxable investments.

We may also illustrate in advertisements, sales literature and reports to
contractowners or annuitants the effect of an investment fund's expenses on
total return over time. We may do this using a hypothetical investment earning a
specified rate of return. We would show how the total return, net of expenses,
from an investment of


B-4
<PAGE>

the same dollar amount in funds with the same investment results but different
expense deductions varies increasingly over time. In the alternative, we would
show the difference in the dollar amount of total expense charges paid over time
by an investor in two or more different funds that have the same annual total
return but different asset-based expense charges. We may also compare the
separate account's expense charges to those of other variable annuities and
other investment products.

Statements and Reports

You will receive a confirmation statement each time you remit premiums, or make
a transfer or cash withdrawal to or from the separate account or among the
variable investment accounts. The statement will show the date and amount of
each transaction. However, if you're using an automatic investment plan, you'll
receive a statement confirming those transactions immediately following the end
of each calendar quarter.

If you have any accumulations in the separate account, you will be sent a
statement each quarter which sets forth the following:

(1) Premiums paid during the quarter;

(2) the number and dollar value of accumulation units in the variable investment
    accounts credited to the contractowner during the quarter and in total;

(3) cash withdrawals from the variable investment accounts during the quarter;
    and

(4) any transfers between the separate account's variable investment accounts
    and the fixed account during the quarter.

You will also receive, at least semi-annually, reports containing the financial
statements of the TIAA-CREF Life Funds and a schedule of investments held by the
TIAA-CREF Life Funds.

General Matters

Assignment of Contracts
You can assign the contract at any time prior to the annuity starting date.

Payment to an Estate, Guardian, Trustee, etc.
We reserve the right to pay in one sum the commuted value of any benefits due
an estate, corporation, partnership, trustee or other entity not a natural
person. Neither TIAA-CREF Life nor the separate account will be responsible for
the conduct of any executor, trustee, guardian, or other third party to whom
payment is made.

Benefits Based on Incorrect Information
If the amounts of benefits provided under a contract were based on information
that is incorrect, benefits will be recalculated on the basis of the correct
data. If any overpayments or underpayments have been made by the separate
account, appropriate adjustments will be made.

Proof of Survival
We reserve the right to require satisfactory proof that anyone named to receive
benefits under a contract is living on the date payment is due. If this proof
is not received after a request in writing, the separate account will have the
right to make reduced payments or to withhold payments entirely until such
proof is received.

State Regulation

TIAA-CREF Life and the separate account are subject to regulation by the State
of New York Superintendent of Insurance ("Superintendent") as well as by the
insurance regulatory authorities of certain other states and jurisdictions.

TIAA-CREF Life and the separate account must file with the Superintendent
periodic statements on forms promulgated by the State of New York Insurance
Department. The separate account books and assets are subject to review and
examination by the Superintendent and the Superintendent's agents at all times,
and a full examination into the affairs of the separate account is made at least
every five years. In addition, a full examination of the separate account's
operations is usually conducted periodically by some other states.

Legal Matters

All matters of applicable state law pertaining to the contracts, including
TIAA-CREF Life's right to issue the contracts, have been passed upon by Charles
H. Stamm, Executive Vice President and General Counsel of TIAA and CREF.
Sutherland Asbill & Brennan LLP, Washington, D.C., has provided advice on
certain matters relating to the federal securities laws.

Experts

The financial statements of TIAA-CREF Life Insurance Company and the separate
account included in this Statement of Additional Information have been audited
by Ernst & Young LLP, independent auditors, as stated in their reports appearing
herein, and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Ernst & Young
LLP is located at 787 Seventh Avenue, New York, New York 10019.


Addtional Considerations

Over the past several years, TIAA and CREF have added many new investment
vehicles to their line of products. The growing family of TIAA and CREF products
is designed to provide additional investment options for those who want to
diversify their holdings. Most experts recommend diversification as a good
strategy for retirement and other long-term investing, both because a
diversified portfolio offers a degree of safety from the volatility of specific
markets, and

B-5
<PAGE>

because it allows the investor to benefit from the potential for growth in
several different types of investments.

The investment accounts offered under the Personal Annuity Select contract are
suited for people who are seeking growth and are able to make long-term
investments. Although past performance is no guarantee of future results, in the
past stocks have outperformed many other types of investments. Investors who
seek to counter the effects of inflation on their long-term investments should
therefore consider investing in stocks. The investment accounts offered under
the Personal Annuity Select contract could be an appropriate investment for
someone who is seeking to supplement his or her retirement income, to purchase a
retirement home, finance an extended trip, or build a fund for philanthropic
purposes. Of course, there is no guarantee that the investment objectives of the
funds will be met.

Before investing, you should consider whether your pension plan and social
security payments will meet your retirement needs. You should look at your
assets and liabilities to help determine whether you need to invest more money
to help provide retirement income. You should consider how much time you have
until retirement and the effect of inflation and taxes on your savings and
investments. You should also keep in mind that experts say that people need 70%
to 80% of their pre-retirement income to maintain the same standard of living
after retirement. Before contributing to a contract, you should consider whether
you have already reached your contribution limit on your 401(k) or 403(b)
savings plans. Consult your tax advisor to learn more about these limits.

You should also consider what types of investments are best suited for you and
your current needs. In particular, you should consider the tax treatment of a
variable annuity as compared with a standard mutual fund product. With
annuities, earnings generally grow tax-deferred and investors are provided the
option of lifetime income upon retirement. However, annuities may have
restrictions on withdrawals before age 59 1/2, and thus may not be suitable for
goals other than retirement. We may compare annuities to mutual funds in sales
literature and advertisements.

We may discuss and compare our array of products and services. At such times we
disclose which of our subsidiaries or affiliates issues which products or types
of products, as follows: TIAA-CREF Individual and Institutional Services, Inc.
distributes CREF certificates and interests in the TIAA Real Estate Account.
Teachers Personal Investors Services, Inc. distributes the variable component of
personal anuities, mutual funds and tuition savings agreements. TIAA and
TIAA-CREF Life Insurance Company issue insurance and annuities. TIAA-CREF Trust
Company, FSB provides trust services. We also disclose that the investment
products are not FDIC insured, may lose value and are not bank guaranteed.

You should also consider the risks of any investment relative to its potential
rewards. In particular, you should be aware of the risk that arises from market
timing. Market timing is an investment technique whereby amounts are transferred
from one category of investment to another (for example, from stocks to bonds)
based upon a perception of how each of those categories of investments will
perform relative to the others at a particular time. Investors who engage in
market timing run the risk that they may transfer out of a type of investment
with a rising market value or transfer into a type of investment with a falling
market value. We do not endorse the practice of market timing.

The variety of issues to consider highlights the importance of the support and
services that we provide. These services include: (1) retirement and life
insurance planning expertise from professional counselors rather than
commissioned salespeople; (2) detailed information through quarterly transaction
reports, newsletters and other publications about retirement planning; and (3)
seminars, individual counseling, an Information Center, and 24-hour automated
toll-free numbers for transactions and inquiries. If you request it, we will
send you periodic reminders to remit premiums to the contract.

Customer service may be an important consideration for you. In our
advertisements we may report the results of surveys conducted by independent
agencies regarding customer service. We may also use certain testimonials and
quote financial experts, financial and other publications, or other services
regarding our products and services. We may also discuss in advertisements and
sales literature general economic and/or market conditions that may impact
investments in variable annuities.

Additional Information

A registration statement has been filed with the Securities and Exchange
Commission ("SEC"), under the 1933 Act, with respect to the contracts discussed
in the Prospectus and in this Statement of Additional Information. Not all of
the information set forth in the registration statement, and its amendments and
exhibits has been included in the Prospectus or this Statement of Additional
Information. Statements contained in this registration statement concerning the
contents of the contracts and other legal instruments are intended to be
summaries. For a complete statement of the terms of these documents, you should
refer to the instruments filed with the SEC.

Financial Statements

Audited financial statements of the separate account and TIAA-CREF Life follow.

TIAA-CREF Life's financial statements should be considered only as bearing upon
TIAA-CREF Life's ability to meet its obligations under the contracts. They
should not be considered as bearing on the investment performance of the assets
held in the separate account.


B-6
<PAGE>

                        INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                             Page
                                                             ----
<S>                                                          <C>
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
Audited Financial Statements-Stock Index Account
 December 31, 1999:
   Report of Management Responsibility ...................    B-8
   Report of Independent Auditors ........................    B-9
   Statement of Assets and Liabilities ...................   B-10
   Statement of Operations ...............................   B-11
   Statement of Changes in Net Assets ....................   B-12
   Notes to Financial Statements .........................   B-13

Audited Financial Statements-Growth Equity, Growth & Income,
International Equity, Social Choice Equity Accounts
 March 10, 2000:
   Report of Management Responsibility ...................   B-15
   Report of Independent Auditors ........................   B-16
   Statement of Assets and Liabilities ...................   B-17
   Statement of Operations ...............................   B-18
   Statement of Changes in Net Assets ....................   B-19
   Notes to Financial Statements .........................   B-20

TIAA-CREF LIFE INSURANCE COMPANY
Audited Statutory-Basis Financial Statements
 December 31, 1999:
   President's Letter ....................................   B-22
   Report of Management Responsibility ...................   B-23
   Report of Independent Auditors ........................   B-24
   Balance Sheets ........................................   B-25
   Statements of Operations ..............................   B-26
   Statement of Changes in Capital and Surplus ...........   B-27
   Statements of Cash Flows ..............................   B-28
   Notes to Financial Statements .........................   B-29
</TABLE>


B-7
<PAGE>

[TIAA CREF LOGO]

- --------------------------------------------------------------------------------

                       REPORT OF MANAGEMENT RESPONSIBILITY


To the Contractowners of
 TIAA-CREF Life Separate Account VA-1:

The accompanying financial statements of the Stock Index Account of TIAA-CREF
Life Separate Account VA-1 (the "Account") are the responsibility of management.
They have been prepared in accordance with accounting principles generally
accepted in the United States and have been presented fairly and objectively in
accordance with such principles.

TIAA-CREF Life Insurance Company ("TIAA-CREF Life") has established and
maintains a strong system of internal controls designed to provide reasonable
assurance that assets are properly safeguarded and transactions are properly
executed in accordance with management's authorization, and to carry out the
ongoing responsibilities of management for reliable financial statements. In
addition, internal audit personnel provide a continuing review of the internal
controls and operations of TIAA-CREF Life, including its separate account
operations.

The accompanying financial statements have been audited by the independent
auditing firm of Ernst & Young LLP. The independent auditors' report, which
appears on the following page, expresses an independent opinion on the fairness
of presentation of these financial statements.



                                               /s/ Thomas G. Walsh
                                          ---------------------------------
                                                     President


                                               /s/ Richard L. Gibbs
                                          ---------------------------------
                                            Executive Vice President and
                                              Chief Financial Officer


B-8

<PAGE>

                         [ERNST & YOUNG LLP LETTERHEAD]


                         REPORT OF INDEPENDENT AUDITORS


To the Contractowners of TIAA-CREF Life Separate Account VA-1 and
 Board of Directors of TIAA-CREF Life Insurance Company:

We have audited the accompanying statement of assets and liabilities of the
Stock Index Account of TIAA-CREF Life Separate Account VA-1 (the "Account") as
of December 31, 1999, and the related statement of operations for the year then
ended and the statements of changes in net assets for the year then ended and
for the period from December 1, 1998 (commencement of operations) to December
31, 1998. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Stock Index Account of the
Account at December 31, 1999, the results of its operations for the year then
ended and the changes in its net assets for the year then ended and for the
period from December 1, 1998 to December 31, 1998, in conformity with accounting
principles generally accepted in the United States.


                                                           /s/ Ernst & Young LLP


February 4, 2000


       Ernst & Young LLP is a member of Ernst & Young International, Ltd.

B-9
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                              STOCK INDEX ACCOUNT
                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1999


<TABLE>
<S>                                                                    <C>
ASSETS
 Investments, at cost ............................................      $21,060,407
                                                                        -----------
 Shares held in Stock Index Fund of TIAA-CREF Life Funds .........          729,801
 Net asset value per share ("NAV") ...............................            31.11
                                                                        -----------
 Investments, at value (Shares x NAV) ............................       22,704,108

 Receivable from fund shares sold ................................              186
 Amount due from TIAA-CREF Life ..................................          122,742
                                                                        -----------
                                                      TOTAL ASSETS       22,827,036
                                                                        -----------
NET ASSETS--Accumulation Fund ....................................      $22,827,036
                                                                        ===========
NUMBER OF ACCUMULATION UNITS OUTSTANDING--Notes 5 and 6 ..........          723,457
                                                                            =======
NET ASSET VALUE, PER ACCUMULATION UNIT--Note 5 ...................           $31.55
                                                                             ======
</TABLE>

                       See notes to financial statements.

B-10
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                              STOCK INDEX ACCOUNT
                             STATEMENT OF OPERATIONS
                          Year Ended December 31, 1999


<TABLE>
<S>                                                                 <C>
INVESTMENT INCOME
 Income:
  Reinvested dividends .........................................    $  319,818
                                                                    ----------
                                                    TOTAL INCOME       319,818
                                                                    ----------
 Expenses--Note 3:
  Administrative expenses ......................................        11,803
  Mortality and expense risk charges ...........................         5,902
                                                                    ----------
                                                  TOTAL EXPENSES        17,705
                                                                    ----------
                                          INVESTMENT INCOME--NET       302,113
                                                                    ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS--Note 4
  Net realized gain on investments .............................        13,768
  Net change in unrealized appreciation on investments .........     1,639,500
                                                                    ----------
                 NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     1,653,268
                                                                    ----------
            NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $1,955,381
                                                                    ==========
</TABLE>

                       See notes to financial statements.

B-11
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                              STOCK INDEX ACCOUNT
                       STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                                     December 1, 1998
                                                                      Year            (commencement
                                                                     Ended            of operations)
                                                               December 31, 1999   to December 31, 1998
                                                              ------------------- ---------------------
<S>                                                               <C>                    <C>
FROM OPERATIONS
 Investment income--net .....................................     $   302,113            $    186
 Net realized gain on investments ...........................          13,768                  --
 Net change in unrealized appreciation on investments .......       1,639,500               4,201
                                                                  -----------            --------
                                   NET INCREASE IN NET ASSETS
                                    RESULTING FROM OPERATIONS       1,955,381               4,387
                                                                  -----------            --------
FROM CONTRACTOWNER TRANASACTIONS
 Seed money from TIAA-CREF Life .............................              --             100,000
 Premiums ...................................................      20,407,270                  --
 Net contractowner transfers from fixed account .............         532,628                  --
 Withdrawals and death benefits .............................        (172,630)                 --
                                                                  -----------            --------
                         NET INCREASE IN NET ASSETS RESULTING
                              FROM CONTRACTOWNER TRANSACTIONS      20,767,268             100,000
                                                                  -----------            --------
                                   NET INCREASE IN NET ASSETS      22,722,649             104,387
NET ASSETS
 Beginning of period ........................................         104,387                  --
                                                                  -----------            --------
 End of period ..............................................     $22,827,036            $104,387
                                                                  ===========            ========
</TABLE>

                       See notes to financial statements.


B-12
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                               STOCK INDEX ACCOUNT
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION

TIAA-CREF Life Separate Account VA-1 (the "Account") was established by
TIAA-CREF Life Insurance Company ("TIAA-CREF Life") as a separate investment
account under New York law on July 27, 1998. TIAA-CREF Life, which commenced
operations as a legal reserve life insurance company under the insurance laws of
the State of New York on December 18, 1996, is a wholly-owned indirect
subsidiary of Teachers Insurance and Annuity Association of America ("TIAA"), a
legal reserve life insurance company which was established under the insurance
laws of the State of New York in 1918.

The Account is registered with the Securities and Exchange Commission
("Commission") as a unit investment trust under the Investment Company Act of
1940. Currently, the Account consists of a single investment portfolio, the
Stock Index Account, which invests in shares of the Stock Index Fund of
TIAA-CREF Life Funds (the "Fund"), an open-end management investment company
that was organized as a business trust under Delaware law on August 13, 1998.
The investment objective of the Fund is favorable long-term return from a
diversified portfolio selected to track the overall market for common stocks
publicly traded in the United States, as represented by a broad stock market
index.

The Account commenced operations on December 1, 1998 when TIAA-CREF Life
purchased 4,000 Accumulation Units of the Account at $25 per Unit, for a total
of $100,000. The Account began offering Accumulation Units to contractowners
other than TIAA-CREF Life on January 4, 1999. At December 31, 1999, TIAA-CREF
Life continued to own 4,000 shares of the Account with a total value of
$126,211.

TIAA-CREF Life provides all administrative services for the Account. Teachers
Personal Investors Services, Inc. ("TPIS"), an indirect subsidiary of TIAA,
which is registered with the Commission as a broker-dealer and is a member of
the National Association of Securities Dealers, Inc., performs distribution
functions for contracts pursuant to a Principal Underwriting and Administrative
Services Agreement.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements may require management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, income,
expenses and related disclosures. Actual results may differ from those
estimates. The following is a summary of the significant accounting policies
consistently followed by the Account, which are in conformity with accounting
principles generally accepted in the United States.

Valuation of Investments: The market value of the investment in the Fund is
based on the net asset value of the Fund as of the close of business on the
valuation date.

Accounting for Investments: Securities transactions are accounted for as of the
date the securities are purchased or sold (trade date). Dividend income is
recorded on the ex-dividend date. Realized gains and losses on security
transactions are based on the specific identification method.

Federal Income Taxes: Based on provisions of the Internal Revenue Code, no
federal income taxes are attributable to the net investment experience of the
Account.

NOTE 3--EXPENSE CHARGES

Daily charges are deducted from the net assets of the Account for services
required to administer the Account and the contracts, and to cover certain
insurance risks borne by TIAA-CREF Life. The administrative expense charge is
currently set at an annual rate of 0.20% of the net assets of the Account.
TIAA-CREF Life also imposes a daily charge for bearing certain mortality and
expense risks in connection with the contracts equivalent to an annual rate of
0.10% of the net assets of the Account.

NOTE 4--INVESTMENTS

Purchases and sales of Fund shares for the year ended December 31, 1999 were
$21,053,168 and $108,249, respectively.

B-13
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                               STOCK INDEX ACCOUNT
                    NOTES TO FINANCIAL STATEMENTS (Concluded)

NOTE 5--CONDENSED FINANCIAL INFORMATION

Selected condensed financial information for an Accumulation Unit of the Account
is presented below.

<TABLE>
<CAPTION>
                                                                                      December 1, 1998
                                                                                        (commencement
                                                                  Year Ended           of operations)
                                                              December 31, 1999     December 31, 1998 (1)
                                                             -------------------   ----------------------
<S>                                                                <C>                     <C>
Per Accumulation Unit Data:
 Investment income .......................................         $  .289                 $  .052
 Expenses ................................................            .016                    .006
                                                                   -------                 -------
 Investment income--net ..................................            .273                    .046
 Net realized and unrealized gain on investments .........           5.184                   1.050
                                                                   -------                 -------
 Net increase in Accumulation Unit Value .................           5.457                   1.096
 Accumulation Unit Value:
  Beginning of period ....................................          26.096                  25.000
                                                                   -------                 -------
  End of period ..........................................         $31.553                 $26.096
                                                                   =======                 =======
Total return .............................................           20.91%                   4.39%
Ratio to Average Net Assets:
 Expenses ................................................            0.30%                   0.02%
 Investment income--net ..................................            5.09%                   0.18%
Portfolio turnover rate ..................................            0.17%                   0.00%
Thousands of Accumulation Units
 outstanding at end of period ............................             723                       4
</TABLE>

(1) The percentages shown for this period are not annualized.


NOTE 6--ACCUMULATION UNITS

Changes in the number of Accumulation Units outstanding were as follows:



<TABLE>
<CAPTION>
                                                                                         December 1, 1998
                                                                                         (commencement of
                                                                       Year Ended         operations) to
                                                                   December 31, 1999     December 31, 1998
                                                                  -------------------   ------------------
<S>                                                                     <C>                   <C>
Accumulation Units:
 Credited for premiums ........................................         708,943                4,000
 Credited for transfers and disbursements .....................          10,514                   --
 Outstanding:
  Beginning of period .........................................           4,000                   --
                                                                        -------                -----
  End of period ...............................................         723,457                4,000
                                                                        =======                =====
</TABLE>

B-14
<PAGE>


[TIAA CREF LOGO]

- --------------------------------------------------------------------------------

                       REPORT OF MANAGEMENT RESPONSIBILITY


To the Contractowner of
 TIAA-CREF Life Separate Account VA-1:

The accompanying financial statements of the Growth Equity, Growth & Income,
International Equity and Social Choice Equity Accounts of TIAA-CREF Life
Separate Account VA-1 (the "Account") are the responsibility of management. They
have been prepared in accordance with accounting principles generally accepted
in the United States and have been presented fairly and objectively in
accordance with such principles.

TIAA-CREF Life Insurance Company ("TIAA-CREF Life") has established and
maintains a strong system of internal controls designed to provide reasonable
assurance that assets are properly safeguarded and transactions are properly
executed in accordance with management's authorization, and to carry out the
ongoing responsibilities of management for reliable financial statements. In
addition, TIAA-CREF Life's internal audit personnel provide a continuing review
of the internal controls and operations of TIAA-CREF Life, including its
separate account operations.

The accompanying financial statements have been audited by the independent
auditing firm of Ernst & Young LLP. The independent auditors' report, which
appears on the following page, expresses an independent opinion on the fairness
of presentation of these financial statements.


                                                 /s/ Thomas G. Walsh
                                           ---------------------------------
                                                      President


                                                /s/ Richard L. Gibbs
                                           ---------------------------------
                                             Executive Vice President and
                                               Chief Financial Officer

B-15

<PAGE>

                         [ERNST & YOUNG LLP LETTERHEAD]


                         REPORT OF INDEPENDENT AUDITORS


To the Contractowner of TIAA-CREF Life Separate Account VA-1 and the
 Board of Directors of TIAA-CREF Life Insurance Company:

We have audited the accompanying statements of assets and liabilities of the
Growth Equity, Growth & Income, International Equity and Social Choice Equity
Accounts (four of the Accounts constituting TIAA-CREF Life Separate Account
VA-1) (the "Accounts") as of March 10, 2000, and the related statements of
operations and changes in net assets for the period from March 1, 2000
(commencement of operations) to March 10, 2000. These financial statements are
the responsibility of the Accounts' management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Accounts at March 10, 2000,
and the results of their operations and the changes in their net assets for the
period from March 1, 2000 to March 10, 2000, in conformity with accounting
principles generally accepted in the United States.


                                                           /s/ Ernst & Young LLP

March 21, 2000


       Ernst & Young LLP is a member of Ernst & Young International, Ltd.


B-16

<PAGE>


                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                      STATEMENTS OF ASSETS AND LIABILITIES
                                 MARCH 10, 2000

<TABLE>
<CAPTION>
                                                                Growth          Growth       International     Social Choice
                                                                Equity         & Income          Equity           Equity
                                                               Account         Account          Account           Account
                                                              ---------       ---------       ------------     -------------
<S>                                                           <C>             <C>              <C>              <C>
ASSETS
 Investments, at cost ...................................      $100,000        $100,000         $100,000         $100,000
                                                               ========        ========         ========         ========

 Shares held in the corresponding Fund of TIAA-CREF
  Life Funds ............................................         4,000           4,000            4,000            4,000
 Net asset value per share of corresponding fund ("NAV").         25.68           25.11            24.85            24.68
                                                               --------        --------         --------         --------
 Investments, at value (Shares x NAV) ...................       102,720         100,440           99,400           98,720
                                                               --------        --------         --------         --------
                                             TOTAL ASSETS       102,720         100,440           99,400           98,720
                                                               --------        --------         --------         --------
LIABILITIES
 Amounts due to General Account .........................             8               8                8                8
                                                               --------        --------         --------         --------
                                        TOTAL LIABILITIES             8               8                8                8
                                                               --------        --------         --------         --------
NET ASSETS -- Accumulation Fund .........................      $102,712        $100,432         $ 99,392         $ 98,712
                                                               ========        ========         ========         ========
NUMBER OF ACCUMLATION UNITS OUSTANDING --
 Notes 5 and 6 ..........................................         4,000           4,000            4,000            4,000
                                                               ========        ========         ========         ========
NET ASSET VALUE, PER ACCUMLATION UNIT -- Note 5 .........      $  25.68        $  25.11         $  24.85         $  24.68
                                                               ========        ========         ========         ========
</TABLE>

                       See notes to financial statements.

B-17
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                            STATEMENTS OF OPERATIONS
            For the Period March 1, 2000 (commencement of operations)
                                to March 10, 2000

<TABLE>
<CAPTION>
                                                            Growth       Growth      International     Social Choice
                                                            Equity      & Income         Equity           Equity
                                                           Account       Account        Account           Account
                                                         -----------   ----------   ---------------   --------------
<S>                                                        <C>            <C>           <C>               <C>
INVESTMENT INCOME
 Income:
  Dividends ..........................................     $    --        $ --          $   --            $    --
                                                           -------        ----          ------            -------
                                          TOTAL INCOME          --          --              --                 --
                                                           -------        ----          ------            -------
 Expenses--Note 3:
  Administrative expenses ............................           5           5               5                  5
  Mortality and expense risk charges .................           3           3               3                  3
                                                           -------        ----          ------            -------
                                        TOTAL EXPENSES           8           8               8                  8
                                                           -------        ----          ------            -------
                                   INVESTMENT LOSS-NET          (8)         (8)             (8)                (8)
                                                           -------        ----          ------            -------
NET UNREALIZED GAIN (LOSS) ON INVESTMENTS -- NOTES 4
 Net change in unrealized appreciation (depreciation)
  on investments .....................................       2,720          440           (600)            (1,280)
                                                           -------        -----         ------            -------
                                        NET UNREALIZED
                            GAIN (LOSS) ON INVESTMENTS       2,720          440           (600)            (1,280)
                                                           -------        -----         ------            -------
                 NET INCREASE (DECREASE) IN NET ASSETS
                             RESULTING FROM OPERATIONS      $2,712         $432          $(608)           $(1,288)
                                                           =======        =====         ======            =======
</TABLE>

                       See notes to financial statements.

B-18
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                       STATEMENTS OF CHANGES IN NET ASSETS
            For the Period March 1, 2000 (commencement of operations)
                                to March 10, 2000

<TABLE>
<CAPTION>
                                                             Growth        Growth       International     Social Choice
                                                             Equity       & Income          Equity           Equity
                                                            Account        Account         Account           Account
                                                          -----------   ------------   ---------------   --------------
<S>                                                        <C>            <C>             <C>               <C>
FROM OPERATIONS
Investment loss--net ..................................    $     (8)      $     (8)       $     (8)         $     (8)
Net change in unrealized appreciation (depreciation)
 on investments .......................................       2,720            440            (600)           (1,280)
                                                           --------       --------        --------          --------
                  NET INCREASE (DECREASE) IN NET ASSETS
                              RESULTING FROM OPERATIONS       2,712            432            (608)           (1,288)
                                                           --------       --------        --------          --------
FROM CONTRACTOWNER TRANSACTIONS
Seed money from TIAA-CREF Life ........................     100,000        100,000         100,000           100,000
                                                           --------       --------        --------          --------
                       NET INCREASE IN ASSETS RESULTING
                        FROM CONTRACTOWNER TRANSACTIONS     100,000        100,000         100,000           100,000
                                                           --------       --------        --------          --------
NET ASSETS, end of period .............................    $102,712       $100,432        $ 99,392          $ 98,712
                                                           ========       ========        ========          ========
</TABLE>

                       See notes to financial statements.

B-19
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION

TIAA-CREF Life Separate Account VA-1 (the "Account") was established by
TIAA-CREF Life Insurance Company ("TIAA-CREF Life") as a separate investment
account under New York law on July 27, 1998. TIAA-CREF Life, which commenced
operations as a legal reserve life insurance company under the insurance laws of
the State of New York on December 18, 1996, is a wholly-owned indirect
subsidiary of Teachers Insurance and Annuity Association of America ("TIAA"),
also a legal reserve life insurance company which was established under the
insurance laws of the State of New York in 1918.

The Account is registered with the Securities and Exchange Commission
("Commission") as a unit investment trust under the Investment Company Act of
1940 and consists of five sub-accounts, the Stock Index Account, the Growth
Equity Account, the Growth & Income Account, the International Equity Account
and the Social Choice Equity Account (collectively, the "Accounts"). The
Accounts invest in shares of corresponding funds of the TIAA-CREF Life Funds
(consisting of Stock Index Fund, Growth Equity Fund, Growth & Income Fund,
International Equity Fund, Stock Index Account and Social Choice Equity Fund),
an open-end management investment company that was organized as a business trust
under Delaware law on August 13, 1998. These financial statements include the
Growth Equity Account, the Growth & Income Account, the International Equity
Account and the Social Choice Equity Account.

The Accounts (excluding the Stock Index Account) commenced operations on March
1, 2000 when TIAA-CREF Life purchased 4,000 Accumulation Units of each of the
Accounts at $25 per Unit, for a total of $100,000 in each of the Accounts. Each
of the Accounts then purchased 4,000 shares at $25 per share for a total of
$100,000, of their corresponding fund in the TIAA-CREF Life Funds. The Accounts
intend to begin offering Accumulation Units to contractowners other than
TIAA-CREF Life on April 3, 2000.

TIAA-CREF Life provides all administrative services for the Accounts and has
borne any costs necessary to organize the Accounts. Teachers Personal Investors
Services, Inc. ("TPIS"), an indirect subsidiary of TIAA, which is registered
with the Commission as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc., performs distribution functions for
contracts pursuant to a Principal Underwriting and Administrative Services
Agreement.


NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements may require management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, income,
expenses and related disclosures. Actual results may differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Accounts, which are in conformity with accounting principles
generally accepted in the United States.

Valuation of Investments: The market value of the investment in the Funds is
based on the net asset value of the Funds as of the close of business on the
valuation date.

Accounting for Investments: Securities transactions are accounted for as of the
date the securities are purchased or sold (trade date). Dividend income is
recorded on the ex-dividend date. Realized gains and losses on security
transactions are based on the specific identification method.

Federal Income Taxes: Based on provisions of the Internal Revenue Code, no
federal income taxes are attributable to the net investment experience of the
Accounts.

NOTE 3--EXPENSE CHARGES

Daily charges are deducted from the net assets of each Account for services
required to administer the Accounts and the contracts, and to cover certain
insurance risks borne by TIAA-CREF Life. The administrative expense charge is
currently set at an annual rate of 0.20% of the net assets of each Account.
TIAA-CREF Life also imposes a daily charge for bearing certain mortality and
expense risks in connection with the contracts equivalent to an annual rate of
0.10% of the net assets of each Account.


B-20
<PAGE>

                      TIAA-CREF LIFE SEPARATE ACCOUNT VA-1
                    NOTES TO FINANCIAL STATEMENTS (Concluded)

NOTE 4--INVESTMENTS

Purchases of Fund shares by the Growth Equity, Growth & Income, International
Equity, and Social Choice Equity Accounts for the period March 1, 2000
(commencement of operations) to March 10, 2000 were $100,000 for each Account.

NOTE 5--CONDENSED FINANCIAL INFORMATION

Selected condensed financial information for an Accumulation Unit of each
Account for the period March 1, 2000 (commencement of operations) to March 10,
2000 is presented below.


<TABLE>
<CAPTION>
                                                                    Growth          Growth       International     Social Choice
                                                                    Equity         & Income          Equity           Equity
                                                                   Account         Account          Account           Account
                                                                -------------   -------------   ---------------   --------------
<S>                                                               <C>             <C>             <C>               <C>
Per Accumulation Unit Data:
 Investment income ..........................................      $    --         $    --          $    --           $    --
 Expenses ...................................................         .002            .002             .002              .002
                                                                  --------        --------        ---------         ---------
 Investment loss--net .......................................        (.002)          (.002)           (.002)            (.002)
 Net unrealized gain (loss) on investments ..................         .680            .110            (.150)            (.320)
                                                                  --------        --------        ---------         ---------
 Net increase (decrease) in Accumulation Unit Value .........         .678            .108            (.152)            (.322)
 Accumulation Unit Value
  Beginning of period .......................................       25.000          25.000           25.000            25.000
                                                                  --------        --------        ---------         ---------
  End of period .............................................      $25.678         $25.108          $24.848           $24.678
                                                                  ========        ========        =========         =========
Total return ................................................        2.71%           0.43%            (.61%)           (1.29%)
Ratio to Average Net Assets:
 Expenses ...................................................        0.01%           0.01%            0.01%             0.01%
 Investment loss--net .......................................       (0.01%)         (0.01%)          (0.01%)           (0.01%)
Portfolio turnover rate .....................................           0%              0%               0%                0%
Thousands of Accumulation Units outstanding at end
 of period ..................................................            4               4                4                 4
</TABLE>

The percentages shown above are not annualized.


NOTE 6--ACCUMULATION UNITS

Changes in the number of Accumulation Units outstanding for each Account for the
period March 1, 2000 (commencement of operations) to March 10, 2000 were as
follows:


<TABLE>
<CAPTION>
                                        Growth      Growth      International     Social Choice
                                        Equity     & Income         Equity           Equity
                                       Account      Account        Account           Account
                                      ---------   ----------   ---------------   --------------
<S>                                    <C>         <C>             <C>               <C>
Accumulation Units:
 Credited for premiums ............    4,000        4,000          4,000             4,000
                                       -----        -----          -----             -----
 Outstanding, end of period .......    4,000        4,000          4,000             4,000
                                       =====        =====          =====             =====
</TABLE>

B-21
<PAGE>

- --------------------------------------------------------------------------------

                               PRESIDENT'S LETTER


To the Policyholders of
 TIAA-CREF Life Insurance Company:

We are pleased to provide you with the accompanying audited statutory-basis
financial statements of TIAA-CREF Life Insurance Company ("TIAA-CREF Life") for
the year ended December 31, 1999. Our objective is to manage TIAA-CREF Life in a
prudent manner with the goal of maximizing our long-term performance within
reasonable risk parameters for the long-term benefit of our policyholders. As
you review these statements, it is important to note that TIAA-CREF Life
maintains the highest possible financial strength ratings from each of the four
nationally recognized independent rating organizations.

The report of management responsibility, on the following page, demonstrates our
ongoing commitment to conduct TIAA-CREF Life's activities in a well-controlled
management environment. Additionally, the accompanying audit report indicates an
unqualified opinion regarding TIAA-CREF Life's statutory-basis financial
statements from the independent auditing firm of Ernst & Young LLP. These
statements have been prepared consistently in accordance with statutory
accounting practices, a comprehensive basis of accounting comprised of
accounting practices prescribed or permitted by the New York State Insurance
Department ("Department").

There is also a reference in the auditors' report to accounting principles
generally accepted in the United States ("GAAP"); this reference to GAAP is
required by the auditors' professional standards. GAAP is an overall accounting
methodology that, while similar in many respects to statutory accounting
practices, is a separate basis of accounting. Statutory accounting is generally
more conservative than GAAP, and these statutory-basis financial statements are
not intended to be in conformity with GAAP.

Statutory accounting is the only basis of accounting recognized by the
Department for regulatory purposes, and it is the only basis of accounting used
by the Department in measuring the financial condition and results of operations
of an insurance company. It is also the basis for determining insurance company
solvency under the New York Insurance Law. While we could prepare a separate set
of GAAP financial statements, there is no legal requirement for us to do so.
Additionally, TIAA-CREF Life does not believe at this time that it would be a
worthwhile expenditure to maintain another separate set of financial records,
particularly since it would provide little added value for our policyholders.
Accordingly, we believe that it is prudent for us to continue to manage and
report on the operations of TIAA-CREF Life under the conservative statutory
accounting methodology.


                                            /s/ Thomas G. Walsh
                                         ----------------------------
                                                  President


B-22
<PAGE>

- --------------------------------------------------------------------------------

                       REPORT OF MANAGEMENT RESPONSIBILITY


To the Policyholders of
 TIAA-CREF Life Insurance Company:

The accompanying statutory-basis financial statements of TIAA-CREF Life
Insurance Company ("TIAA-CREF Life") are the responsibility of management. They
have been prepared on the basis of statutory accounting practices, a
comprehensive basis of accounting comprised of accounting practices prescribed
or permitted by the New York State Insurance Department. The financial
statements of TIAA-CREF Life have been presented fairly and objectively in
accordance with such statutory accounting practices.

TIAA-CREF Life has established and maintains a strong system of internal
controls designed to provide reasonable assurance that assets are properly
safeguarded and transactions are properly executed in accordance with
management's authorization, and to carry out the ongoing responsibilities of
management for reliable financial statements.

The accompanying statutory-basis financial statements of TIAA-CREF Life have
been audited by the independent auditing firm of Ernst & Young LLP. The
independent auditors' report, which appears on the following page, expresses an
independent opinion on the fairness of presentation of these statutory-basis
financial statements.



                                                /s/ Thomas G. Walsh
                                          ---------------------------------
                                                     President


                                                /s/ Richard L. Gibbs
                                          ---------------------------------
                                            Executive Vice President and
                                              Chief Financial Officer


B-23
<PAGE>

                         [ERNST & YOUNG LLP LETTERHEAD]


                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors of
 TIAA-CREF Life Insurance Company:

We have audited the accompanying statutory-basis balance sheets of TIAA-CREF
Life Insurance Company ("TIAA-CREF Life") as of December 31, 1999 and 1998, and
the related statutory-basis statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of TIAA-CREF Life's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

As described in Note 2 to the financial statements, TIAA-CREF Life presents its
financial statements in conformity with statutory accounting practices, which
practices differ from accounting principles generally accepted in the United
States. The differences between such statutory accounting practices and
accounting principles generally accepted in the United States and the effect on
the accompanying financial statements are described in Note 2.

In our opinion, because of the effects of the matter described in the preceding
paragraph, the 1999 and 1998 statutory-basis financial statements referred to
above do not present fairly, in conformity with accounting principles generally
accepted in the United States, the financial position of TIAA-CREF Life at
December 31, 1999 and 1998 or the results of its operations or its cash flows
for each of the three years in the period ended December 31, 1999.

However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of TIAA-CREF Life at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with statutory accounting practices prescribed or permitted by the New York
State Insurance Department.


                                                           /s/ Ernst & Young LLP


March 16, 2000



       Ernst & Young LLP is a member of Ernst & Young International, Ltd.


B-24
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
                         STATUTORY-BASIS BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                ---------------------------------
                                                                      1999              1998
                                                                ---------------   ---------------
<S>                                                              <C>               <C>
ASSETS
Bonds .......................................................    $251,708,760      $219,903,588
Mortgages ...................................................      29,119,139        27,485,357
Cash and short-term investments .............................      27,141,880         6,098,470
Investment income due and accrued ...........................       3,781,907         2,785,756
Separate account assets .....................................      22,704,294           104,388
Other assets ................................................       1,792,472            53,071
                                                                 ------------      ------------
                                                 TOTAL ASSETS    $336,248,452      $256,430,630
                                                                 ============      ============
LIABILITIES, CAPITAL AND SURPLUS
Policy and contract reserves ................................    $ 39,284,860      $     37,735
Federal income taxes payable ................................              --           235,359
Asset Valuation Reserve .....................................       1,061,394           635,512
Interest Maintenance Reserve ................................         116,028                --
Separate account liabilities ................................      22,577,272                --
Other liabilities ...........................................       9,833,605           279,252
                                                                 ------------      ------------
                                            Total Liabilities      72,873,159         1,187,858
                                                                 ------------      ------------
Capital: 2,500 shares of $1,000 par value common stock issued
 and outstanding ............................................       2,500,000         2,500,000
Additional paid-in capital ..................................     242,500,000       242,500,000
Surplus .....................................................      18,375,293        10,242,772
                                                                 ------------      ------------
                                    Total Capital and Surplus     263,375,293       255,242,772
                                                                 ------------      ------------
                       TOTAL LIABILITIES, CAPITAL AND SURPLUS    $336,248,452      $256,430,630
                                                                 ============      ============
</TABLE>

               See notes to statutory-basis financial statements.

B-25
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
                    STATUTORY-BASIS STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                       For the Years Ended December 31,
                                                                -----------------------------------------------
                                                                     1999             1998            1997
                                                                --------------   -------------   --------------
<S>                                                              <C>              <C>              <C>
INCOME
Insurance and annuity premiums and deposits .................    $59,475,280      $    13,634      $    1,242
Net investment income .......................................     18,893,955       13,295,128       4,981,871
Other .......................................................         30,015               --              --
                                                                 -----------      -----------      ----------
                                                 TOTAL INCOME     78,399,250       13,308,762       4,983,113
                                                                 -----------      -----------      ----------
EXPENSES
Policy and contract benefits ................................        368,586            7,986              73
Increase (decrease) in policy and contract reserves .........     39,247,125              967          (7,469)
Operating expenses ..........................................      4,323,980        1,345,564         257,666
Transfers to separate accounts, net .........................     20,728,316               --              --
                                                                 -----------      -----------      ----------
                                               TOTAL EXPENSES     64,668,007        1,354,517         250,270
                                                                 -----------      -----------      ----------
                           Income before federal income taxes     13,731,243       11,954,245       4,732,843
                                         Federal income taxes      5,195,474        4,176,454       1,651,906
                                                                 -----------      -----------      ----------
                                                   NET INCOME    $ 8,535,769      $ 7,777,791      $3,080,937
                                                                 ===========      ===========      ==========
</TABLE>

               See notes to statutory-basis financial statements.

B-26
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
                    STATUTORY-BASIS STATEMENTS OF CHANGES IN
                               CAPITAL AND SURPLUS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                          Capital          Additional
                                           Stock        Paid-in Capital        Surplus            Total
                                       -------------   -----------------   --------------   ----------------
<S>                                     <C>              <C>                <C>              <C>
Balance, January 1, 1997 ...........    $2,500,000        $  7,500,000      $     4,666       $ 10,004,666

Net income .........................            --                  --        3,080,937          3,080,937
Transfers to the Asset
 Valuation Reserve .................            --                  --         (176,677)          (176,677)
Change in valuation basis of policy
 reserves ..........................            --                  --             (685)              (685)
Capital contribution ...............            --          90,000,000               --         90,000,000
Dividend to stockholder ............            --         (20,000,000)              --        (20,000,000)
                                        ----------        ------------      -----------       ------------
Balance, December 31, 1997 .........     2,500,000          77,500,000        2,908,241         82,908,241

Net income .........................            --                  --        7,777,791          7,777,791
Transfers to the Asset
 Valuation Reserve .................            --                  --         (447,648)          (447,648)
Capital contribution ...............            --         165,000,000               --        165,000,000
Increase in value of seed money in
 separate account ..................            --                  --            4,388              4,388
                                        ----------        ------------      -----------       ------------
Balance, December 31, 1998 .........     2,500,000         242,500,000       10,242,772        255,242,772

Net income .........................            --                  --        8,535,769          8,535,769
Transfers to the Asset
 Valuation Reserve .................            --                  --         (425,882)          (425,882)
Increase in value of seed money in
 separate account ..................            --                  --           22,634             22,634
                                        ----------        ------------      -----------       ------------
Balance, December 31, 1999 .........    $2,500,000        $242,500,000      $18,375,293       $263,375,293
                                        ==========        ============      ===========       ============
</TABLE>

               See notes to statutory-basis financial statements.

B-27
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
                    STATUTORY-BASIS STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                For the Years Ended December 31,
                                                       ---------------------------------------------------
                                                            1999              1998              1997
                                                       --------------   ---------------   ----------------
<S>                                                    <C>              <C>               <C>
CASH PROVIDED
By operating activities:
 Premiums and deposits .............................    $ 59,475,280     $     13,634      $       1,242
 Net investment income .............................      17,922,072       11,386,874          4,220,032
 Other .............................................          30,015               --                 --
                                                        ------------     ------------      -------------
                                      Total Receipts      77,427,367       11,400,508          4,221,274
                                                        ------------     ------------      -------------
Policy benefits ....................................         368,537            7,961                 34
Operating expenses .................................       1,515,087        1,348,388            253,864
Federal income taxes ...............................       5,860,300        4,150,443          1,477,675
Transfers to separate account, net .................      20,604,591          100,000                 --
Other, net .........................................      (5,165,738)        (334,678)              (179)
                                                        ------------     ------------      -------------
                                 Total Disbursements      23,182,777        5,272,114          1,731,394
                                                        ------------     ------------      -------------
               Cash Provided by Operating Activities      54,244,590        6,128,394          2,489,880
                                                        ------------     ------------      -------------
By investing activities:
 Sales and redemptions of bonds and stocks .........      18,909,925          602,103                 --
 Repayment of mortgage principal ...................         366,218          151,553             63,090
 Net gains on short-term investments ...............           1,396           22,328             53,365
                                                        ------------     ------------      -------------
               Cash Provided by Investing Activities      19,277,539          775,984            116,455
                                                        ------------     ------------      -------------
By financing activities:
 Additional paid-in capital ........................              --      165,000,000         90,000,000
 Dividend to stockholder ...........................              --               --        (20,000,000)
 Other, net ........................................              --               --           (170,448)
                                                        ------------     ------------      -------------
               Cash Provided by Financing Activities              --      165,000,000         69,829,552
                                                        ------------     ------------      -------------
                                 TOTAL CASH PROVIDED      73,522,129      171,904,378         72,435,887
                                                        ------------     ------------      -------------
DISBURSEMENTS FOR NEW INVESTMENTS
Investments acquired:
Bonds ..............................................      50,478,719      154,950,254         61,289,936
Mortgages ..........................................       2,000,000       18,400,000          9,300,000
                                                        ------------     ------------      -------------
             TOTAL DISBURSEMENTS FOR NEW INVESTMENTS      52,478,719      173,350,254         70,589,936
                                                        ------------     ------------      -------------
                     INCREASE (DECREASE) IN CASH AND
                              SHORT-TERM INVESTMENTS      21,043,410       (1,445,876)         1,845,951
                     CASH AND SHORT-TERM INVESTMENTS
                                AT BEGINNING OF YEAR       6,098,470        7,544,346          5,698,395
                                                        ------------     ------------      -------------
                     CASH AND SHORT-TERM INVESTMENTS
                                      AT END OF YEAR    $ 27,141,880     $  6,098,470      $   7,544,346
                                                        ============     ============      =============
</TABLE>

               See notes to statutory-basis financial statements.

B-28
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
                  NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
                                December 31, 1999

NOTE 1--ORGANIZATION AND OPERATIONS

TIAA-CREF Life Insurance Company commenced operations as a legal reserve life
insurance company under the insurance laws of the State of New York on December
18, 1996, under its former name, TIAA Life Insurance Company and changed its
name to TIAA-CREF Life Insurance Company ("TIAA-CREF Life") on May 1, 1998.
TIAA-CREF Life is a wholly-owned subsidiary of TIAA-CREF Enterprises, Inc.
("Enterprises"), which is a wholly-owned subsidiary of Teachers Insurance and
Annuity Association of America ("TIAA"), a legal reserve life insurance company
established under the insurance laws of the State of New York in 1918. As of
December 31, 1999 TIAA-CREF Life was licensed as an insurance company in 34
states.

Effective December 18, 1996, TIAA-CREF Life entered into an indemnity
reinsurance agreement with TIAA to reinsure a limited number of individual life
insurance policies on a 50% coinsurance basis. Beginning in January 1999,
TIAA-CREF Life began issuing personal annuity contracts with fixed and variable
components.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

TIAA-CREF Life's statutory-basis financial statements have been prepared on the
basis of statutory accounting practices prescribed by the New York State
Insurance Department ("Department"), a comprehensive basis of accounting that
differs from accounting principles generally accepted in the United States
("GAAP"). The preparation of TIAA-CREF Life's statutory-basis financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, income and expenses. Actual results
could differ from those estimates. The following is a summary of the significant
accounting policies consistently followed by TIAA-CREF Life.

Valuation of Investments: Bonds, mortgage loans and short-term investments (debt
securities with maturities of one year or less at the time of acquisition), are
generally stated at amortized cost. For loan-backed bonds and structured
securities, amortized cost is determined using actual and anticipated cash flows
under the retrospective method. Anticipated prepayments are based on
life-to-date payment speeds, using historical cash flows and internal estimates.
Separate account assets are stated at market value.

Accounting for Investments: Investment transactions are accounted for as of the
date the investments are settled (settlement date). Realized capital gains and
losses on investment transactions are accounted for under the specific
identification method.

Policy and Contract Reserves: Policy and contract reserves are determined in
accordance with standard valuation methods permitted or approved by the
Department and are computed in accordance with standard actuarial formulas. The
reserves established utilize assumptions for interest (at an average rate of
approximately 5.25%), mortality and other risks insured. Such reserves establish
a sufficient provision for all contractual benefits guaranteed under policy and
contract provisions.

Asset Valuation Reserve: The Asset Valuation Reserve ("AVR"), which covers all
invested asset classes, is an explicit liability reserve required by the
National Association of Insurance Commissioners ("NAIC") and is intended to
provide for potential future credit and equity losses. Formula calculations
determine the required contribution amounts, and contributions to the AVR are
reported as transfers from surplus.

Interest Maintenance Reserve: The Interest Maintenance Reserve ("IMR") is a
liability reserve required by the NAIC which accumulates realized capital gains
and losses resulting from interest rate fluctuations. Such capital gains and
losses are amortized out of the IMR, under the grouped method of amortization,
as an adjustment to net investment income over the remaining lives of the assets
sold. All net capital gains on short-term investments were fully amortized out
of the IMR by the end of each period presented.

Income and Expenses: Premiums, investment income and expenses are reported as
earned/incurred.

Federal Income Taxes: Effective January 1, 1998, TIAA-CREF Life began filing a
consolidated federal income tax return with its qualifying affiliates. The tax
sharing agreement follows the current reimbursement method, whereby members of
the consolidated group are generally reimbursed for their losses on a pro-rata
basis by other members of the group to the extent they have taxable income,
subject to limitations imposed under the Internal Revenue Code. The federal
income tax provisions in the accompanying statements of operations are computed
on a seperate return basis and are based on the amount of taxes actually paid or
anticipated to be paid under the tax sharing agreement.


B-29
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Continued)

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (Concluded)

Accounting Principles Generally Accepted in the United States: GAAP is a
comprehensive basis of accounting that is comprised of the authoritative
accounting pronouncements issued by the Financial Accounting Standards Board,
the American Institute of Certified Public Accountants and other standard
setting bodies. The differences between GAAP and statutory accounting practices
could have a material effect on TIAA-CREF Life's financial statements, and the
primary differences can be summarized as follows. Under GAAP:

o The AVR is eliminated and, if necessary, valuation allowances are established
  as contra assets based on asset-specific analyses rather than the
  formula-based AVR being reflected as a liability reserve;

o The IMR is eliminated and realized gains and losses resulting from interest
  rate fluctuations are reported as a component of net income rather than
  being accumulated in and subsequently amortized out of the IMR;

o Policy acquisition costs are deferred and amortized over the lives of the
  policies issued rather than being charged to operations as incurred;

o Policy and contract reserves are based on estimates of expected mortality and
  interest rather than being based on statutory mortality and interest
  requirements;

o Long-term bond investments considered to be "available for sale" are carried
 at fair value rather than at amortized cost;

o Deferred tax assets and liabilities are determined based on the differences
  between the financial statement amounts and the tax bases of assets and
  liabilities rather than not being recognized.

Management believes that the effects of these differences would increase
TIAA-CREF Life's total capital if GAAP were implemented.

Reclassification: Certain amounts in the 1998 and 1997 financial statements have
been reclassified to conform with the 1999 presentation.

NOTE 3--INVESTMENTS

Securities Investments: At December 31, 1999 and 1998, the carrying values
(balance sheet amounts) and estimated market values of long-term bond
investments, and gross unrealized gains and losses with respect to such market
values, are shown below:

<TABLE>
<CAPTION>
                                                            Gross            Gross
                                          Carrying       Unrealized        Unrealized         Estimated
                                            Value           Gains            Losses          Market Value
                                       --------------   ------------   -----------------   ---------------
<S>                                    <C>               <C>             <C>                <C>
December 31, 1999
- ------------------
U.S. Treasury securities and
 obligations of U.S. government
 agencies and corporations .........   $ 11,706,305              --      $    (871,164)     $ 10,835,141
Corporate securities ...............    143,027,045      $  140,663         (6,773,515)      136,394,193
Mortgage-backed securities .........     25,703,921              --         (2,373,932)       23,329,989
Asset-backed securities ............     71,271,489              --         (4,654,224)       66,617,265
                                       ------------      ----------      -------------      ------------
  Total ............................   $251,708,760      $  140,663      $ (14,672,835)     $237,176,588
                                       ============      ==========      =============      ============
December 31, 1998
- ------------------
U.S. Treasury securities and
 obligations of U.S. government
 agencies and corporations .........   $ 10,379,302      $  945,856      $      (4,878)     $ 11,320,280
Corporate securities ...............    111,344,796       4,772,681           (225,445)      115,892,032
Mortgage-backed securities .........     25,880,780       1,275,421                 --        27,156,201
Asset-backed securities ............     72,298,710       2,706,809           (100,600)       74,904,919
                                       ------------      ----------      -------------      ------------
  Total ............................   $219,903,588      $9,700,767      $    (330,923)     $229,273,432
                                       ============      ==========      =============      ============
</TABLE>

B-30
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Continued)

NOTE 3--INVESTMENTS (Continued)

Debt securities amounting to approximately $7,888,000 and $6,557,000 at December
31, 1999 and 1998, respectively, were on deposit with governmental authorities
or trustees, as required by law.

The carrying values and estimated market values of long-term bond investments at
December 31, 1999, by contractual maturity, are shown below:

<TABLE>
<CAPTION>
                                                      Carrying         Estimated
                                                        Value         Market Value
                                                   --------------   ---------------
<S>                                                <C>              <C>
December 31, 1999
- -----------------
Due after one year through five years ..........   $ 17,617,191      $ 17,684,940
Due after five years through ten years .........     52,886,392        49,763,200
Due after ten years ............................     84,229,767        79,781,194
                                                   ------------      ------------
  Subtotal .....................................    154,733,350       147,229,334
Mortgage-backed securities .....................     25,703,921        23,329,989
Asset-backed securities ........................     71,271,489        66,617,265
                                                   ------------      ------------
  Total ........................................   $251,708,760      $237,176,588
                                                   ============      ============
</TABLE>

Bonds not due at a single maturity date have been included in the preceding
table based on the year of final maturity. Actual maturities may differ from
contractual maturities because borrowers may have the right to prepay
obligations, although prepayment premiums may be applicable.

At December 31, 1999 and 1998, the carrying values of long-term bond investments
were diversified by industry classification as follows:

<TABLE>
<CAPTION>
                                                       1999         1998
                                                       ----         ----
<S>                                                    <C>          <C>
Manufacturing ..................................       32.4%        28.1%
Asset-backed securities ........................       19.8         23.1
Finance and financial services .................       12.7         12.7
Mortgage-backed securities .....................       10.2         11.8
Commercial mortgage-backed securities ..........        8.5          9.8
Government .....................................        4.7          4.7
Retail and wholesale trade .....................        3.9          4.4
Oil and gas ....................................        3.9          3.2
Public utilities ...............................        2.0           --
Other ..........................................        1.9          2.2
                                                      -----        -----
  Total ........................................      100.0%       100.0%
                                                      =====        =====
</TABLE>

Mortgage Loan Investments: TIAA-CREF Life makes mortgage loans, principally
collateralized by commercial real estate. TIAA-CREF Life's mortgage underwriting
standards generally result in first mortgage liens on completed income-producing
properties for which the loan-to-value ratio at the time of closing generally
ranges between 65% and 75%. TIAA-CREF Life employs a system to monitor the
effects of current and expected market conditions and other factors on the
collectability of mortgage loans and the realizability of real estate
investments. This system is utilized to identify and quantify any permanent
impairments in value, none of which were identified at December 31, 1999 and
1998. The coupon rate for the mortgage loan issued during 1999 was 7.50% with a
loan-to-value ratio of 66.7%.

The mortgage loan investments outstanding at December 31, 1999 are
collateralized by shopping centers (68.0%), and apartments (32.0%) located in
the South Atlantic (68.0%) and East North Central (32.0%) regions of the United
States.


B-31
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Continued)

NOTE 3--INVESTMENTS (Concluded)

At December 31, 1999, the contractual maturity schedule of mortgage loans is
shown below:

<TABLE>
<CAPTION>
                                                      Carrying
                                                       Value
                                                   -------------
<S>                                                 <C>
Due in one year or less ........................    $   413,257
Due after one year through five years ..........      1,985,758
Due after five years through ten years .........     18,532,200
Due after ten years ............................      8,187,924
                                                    -----------
  Total ........................................    $29,119,139
                                                    ===========
</TABLE>

Asset Valuation Reserves: The AVR balances at December 31, 1999 and 1998, were
comprised of the following asset-specific reserves:


<TABLE>
<CAPTION>
                            1999          1998
                        ----------      --------
<S>                     <C>             <C>
Bonds ..............    $  614,364      $362,093
Mortgages ..........       447,030       273,419
                        ----------      --------
  Total ............    $1,061,394      $635,512
                        ==========      ========
</TABLE>

NOTE 4--INVESTMENT INCOME AND CAPITAL GAINS AND LOSSES

Net Investment Income: For the years ended December 31, 1999, 1998 and 1997, the
components of net investment income were as follows:


<TABLE>
<CAPTION>
                                                                        1999              1998             1997
                                                                    -----------       -----------      ----------
<S>                                                                 <C>               <C>              <C>
Gross investment income:
 Bonds .........................................................    $15,597,349       $ 8,564,192      $2,957,262
 Mortgages .....................................................      2,053,110           881,292         411,140
 Cash and short-term investments ...............................      1,143,214         3,963,348       1,623,677
 Other .........................................................        287,700                --              --
                                                                    -----------       -----------      ----------
  Total ........................................................     19,081,373        13,408,832       4,992,079
Less investment expenses .......................................       (194,176)         (128,217)        (44,895)
                                                                    -----------       -----------      ----------
Net investment income before amortization of IMR gains .........     18,887,197        13,280,615       4,947,184
Plus amortization of IMR gains .................................          6,758            14,513          34,687
                                                                    -----------       -----------      ----------
Net investment income ..........................................    $18,893,955       $13,295,128      $4,981,871
                                                                    ===========       ===========      ==========
</TABLE>

Realized Capital Gains and Losses: For the years ended December 31, 1999, 1998
and 1997, the net realized capital gains on sales and redemptions of investments
were as follows:


<TABLE>
<CAPTION>
                                                               1999         1998          1997
                                                            ---------     --------     ---------
<S>                                                         <C>           <C>          <C>
Bonds ..................................................    $ 187,504           --            --
Short-term investments .................................        1,396     $ 22,328     $  53,365
                                                            ---------     --------     ---------
Total realized gains before capital gains tax ..........      188,900       22,328        53,365
Capital gains tax ......................................      (66,115)      (7,815)      (18,678)
                                                            ---------     --------     ---------
  Total ................................................    $ 122,785     $ 14,513     $  34,687
                                                            =========     ========     =========
</TABLE>


B-32
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Continued)

NOTE 5--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value amounts of financial instruments presented in the
following tables have been determined by TIAA-CREF Life using market information
available as of December 31, 1999 and 1998, and appropriate valuation
methodologies. However, considerable judgement is necessarily required to
interpret market data in developing the estimates of fair value for financial
instruments for which there are no available market value quotations. The
estimates presented are not necessarily indicative of the amounts TIAA-CREF Life
could have realized in a market exchange. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.


<TABLE>
<CAPTION>
                                                               Carrying         Estimated
                                                                Value          Market Value
                                                           ---------------   ---------------
<S>                                                         <C>               <C>
December 31, 1999
- ------------------
Assets
 Bonds .................................................    $251,708,760      $237,176,588
 Mortgages .............................................      29,119,139        27,009,740
 Cash and short-term investments .......................      27,141,880        27,141,880
 Separate account seed money investment ................         127,022           127,022
Liabilities
 TIAA-CREF Life Personal Annuity-Fixed Account .........      38,909,874        38,909,874

December 31, 1998
- ------------------
Assets
 Bonds .................................................    $219,903,588      $229,273,432
 Mortgages .............................................      27,485,357        28,264,034
 Cash and short-term investments .......................       6,098,470         6,098,470
 Separate account seed money investment ................         104,388           104,388
</TABLE>

Bonds: The fair values for publicly traded long-term bond investments are
determined using quoted market prices. For privately placed long-term bond
investments without a readily ascertainable market value, such values are
determined with the assistance of an independent pricing service utilizing a
discounted cash flow methodology based on coupon rates, maturity provisions and
assigned credit ratings. The aggregate carrying values and estimated fair values
of publicly traded and privately placed bonds at December 31, 1999 and 1998 are
as follows:


<TABLE>
<CAPTION>
                                                 1999                                1998
                                   ---------------------------------   ---------------------------------
                                       Carrying         Estimated          Carrying         Estimated
                                        Value           Fair Value          Value           Fair Value
                                   ---------------   ---------------   ---------------   ---------------
<S>                                 <C>               <C>               <C>               <C>
Publicly traded bonds ..........    $217,617,100      $205,094,804      $184,774,708      $192,020,623
Privately placed bonds .........      34,091,660        32,081,784        35,128,880        37,252,809
                                    ------------      ------------      ------------      ------------
  Total ........................    $251,708,760      $237,176,588      $219,903,588      $229,273,432
                                    ============      ============      ============      ============
</TABLE>

Mortgages: The fair value of mortgages are determined with the assistance of an
independent pricing service utilizing a discounted cash flow methodology based
on coupon rates, maturity provisions and assigned credit ratings.

Cash and short-term investments: The carrying values are reasonable estimates of
their fair values.

Separate account seed money investment: The carrying value is a reasonable
estimate of its fair value.

TIAA-CREF Life Personal Annuity-Fixed Account: The carrying values of the
liabilities are reasonable estimates of their fair values.

Insurance and Annuity Contracts: TIAA-CREF Life's reinsurance agreement entails
mortality risks and is, therefore, exempt from the fair value disclosure
requirements related to financial instruments.


B-33
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Continued)

NOTE 6--MANAGEMENT AGREEMENTS

The majority of services for the operation of TIAA-CREF Life are provided, at
cost, by TIAA pursuant to a Service Agreement. Expense reimbursement payments
under the Service Agreement are made quarterly by TIAA-CREF Life to TIAA based
on estimated expenses. Payments are adjusted quarterly to reflect the actual
expenses incurred.

NOTE 7--ANNUITY RESERVES

At December 31, 1999 and 1998, TIAA-CREF Life's general account annuity reserves
are summarized as follows:


<TABLE>
<CAPTION>
                                                                       1999                       1998
                                                           ----------------------------   ---------------------
                                                               Amount         Percent       Amount      Percent
                                                           --------------   -----------   ----------   --------
<S>                                                         <C>                 <C>        <C>            <C>
Subject to discretionary withdrawal:
 At book value without adjustment ......................    $39,186,814         100.0%     $    --        --%
 At market value .......................................             --            --           --        --
Not subject to discretionary withdrawal ................         14,118            --           --        --
                                                            -----------         -----      -------        --
  Total annuity reserves ...............................     39,200,932         100.0%          --        --%
                                                                                =====                     ==
Reconciliation to total policy and contract
 reserves shown on the balance sheets:
 Reserves on other life policies and contracts .........         83,928                     37,735
                                                            -----------         -----      -------

  Total policy and contract reserves ...................    $39,284,860                    $37,735
                                                            ===========                    =======
</TABLE>

NOTE 8--SEPARATE ACCOUNT

TIAA-CREF Life Separate Account VA-1 ("VA-1") is a unit investment trust with
all of its assets invested in an underlying portfolio of mutual funds, TIAA-CREF
Life Funds. Currently, TIAA-CREF Life Funds has one investment portfolio, the
Stock Index Fund, which invests in a diversified portfolio of equity securities
selected to track the overall United States stock market. VA-1 was established
on July 22, 1998 and received a $100,000 seed money investment from TIAA-CREF
Life on December 1, 1998. The value of the seed money investment at December 31,
1999 and 1998 was $127,022 and $104,388 respectively.

The balance sheet captions for separate account assets and liabilities (which
include participant account values) are stated at market value. The separate
account's operating results are reflected in the changes to these assets and
liabilities. Total separate account premiums were approximately $20,407,270 for
1999 and none for 1998 and 1997. Total separate account net transfers from other
accounts were approximately $532,628 for 1999 and none for 1998 and 1997.
Annuities offered through VA-1 include a nominal guaranteed minimum death
benefit. The account offers full or partial withdrawal at market value with no
surrender charge.

NOTE 9--CONTINGENCIES

It is the opinion of management that any liabilities which might arise from
litigation, state guaranty fund assessments, and other matters, over and above
amounts already provided for in the financial statements, are not considered
material in relation to TIAA-CREF Life's financial position or the results of
its operations.

NOTE 10--SUBSEQUENT EVENT--CODIFICATION

The Department has announced its intention to implement, subject to any
conflicting provisions in New York statute, the new Accounting Practices and
Procedures Manual ("Codification") adopted by the NAIC to become effective
January 1, 2001. Because the Department has not yet determined the extent to
which Codification will be implemented, the effect on TIAA-CREF Life's
statutory-basis financial statements cannot yet be quantified.

B-34
<PAGE>

                        TIAA-CREF LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (Concluded)

NOTE 11--IMPACT OF YEAR 2000 (Unaudited)

Because TIAA provides all administrative support for TIAA-CREF Life, TIAA is the
owner and operator of all computer systems and software used by TIAA-CREF Life.
To the best of our knowledge, all of TIAA's internal systems and those of its
service providers are functioning normally in the Year 2000 environment.
Management will continue to monitor its mission critical computer applications
and those of its suppliers and vendors throughout the Year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.



B-35
<PAGE>

                            Part C--OTHER INFORMATION


Item 24. Financial Statements and Exhibits

     Part A: None


     Part B: Includes the following financial statements of the Separate Account
     and TIAA-CREF Life Insurance Company:

<TABLE>
<S>                                                          <C>
                                                             Page
                                                             -----
TIAA-CREF LIFE SEPARATE ACCOUNT VA-1

Audited Financial Statements-Stock Index Account
 December 31, 1999:
   Report of Management Responsibility ...................   B-8
   Report of Independent Auditors ........................   B-9
   Statement of Assets and Liabilities ...................   B-10
   Statement of Operations ...............................   B-11
   Statement of Changes in Net Assets ....................   B-12
   Notes to Financial Statements .........................   B-13

Audited Financial Statements-Growth Equity, Growth & Income,
International Equity, Social Choice Accounts
 March 10, 2000:

   Report of Management Responsibility ...................   B-15
   Report of Independent Auditors ........................   B-16
   Statement of Assets and Liabilities ...................   B-17
   Statement of Operations ...............................   B-18
   Statement of Changes in Net Assets ....................   B-19
   Notes to Financial Statements .........................   B-20

TIAA-CREF LIFE INSURANCE COMPANY

Audited Statutory-Basis Financial Statements
 December 31, 1999:

   President's Letter ....................................   B-22
   Report of Management Responsibility ...................   B-23
   Report of Independent Auditors ........................   B-24
   Balance Sheets ........................................   B-25
   Statements of Operations ..............................   B-26
   Statement of Changes in Capital and Surplus ...........   B-27
   Statements of Cash Flows ..............................   B-28
   Notes to Financial Statements .........................   B-29
</TABLE>


C-1
<PAGE>

[TIAA
CREF logo]


(b)  Exhibits

     (1)  Resolutions of the Board of Directors of TIAA-CREF Life establishing
          the Registrant(1)

     (2)  None(1)

     (3)  (A)  Distribution Agreement by and among TIAA-CREF Life, TIAA-CREF
               Life on behalf of the Registrant, and Teachers Personal Investors
               Services, Inc. (TPIS)(2)

          (B)  Selling Agreement between TPIS and TIAA-CREF Individual and
               Institutional Services, Inc. and Amendment thereto 1

     (4)  Forms of Personal Annuity Select Contract*

     (5)  Forms of Application for Personal Annuity Select Contract*

     (6)  (A)  Charter of TIAA-CREF Life2

          (B)  Bylaws of TIAA-CREF Life2

     (7)  None

     (8)  Participation/Distribution Agreement with TIAA-CREF Life Funds2

     (9)  Consent of Charles H. Stamm, Esquire*

     (10) (A)  Consent of Sutherland Asbill & Brennan LLP*

          (B)  Consent of Ernst & Young LLP*

     (11) None

     (12) Seed money memorandum*

     (13) Schedule of Computation of Performance Information2

     (14) Financial Data Schedule--not required

- ------------
* Filed herein.

(1)  Previously filed as part of the initial filing of this Registration
     Statement on August 18, 1998.

(2)  Previously filed as part of the Pre-Effective Amendments Nos. 1 and 2 to
     this Registration Statement, on December 7, 1998 and December 22, 1998,
     respectively.

C-2
<PAGE>

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
                                        Positions and Officers
Name and Principal Business Address     with the Depositor
- -----------------------------------     ------------------
<S>                                     <C>
Scott C. Evans                          Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Richard L. Gibbs                        Director, Executive Vice President
TIAA-CREF Life Insurance Company        and Chief Financial Officer
730 Third Avenue
New York, New York 10017-3206

Don W. Harrell                          Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>

C-3
<PAGE>

[TIAA
CREF logo]

<TABLE>
<CAPTION>
                                        Positions and Officers
Name and Principal Business Address     with the Depositor
- -----------------------------------     ------------------
<S>                                     <C>
Larry D. Hershberger                    Director, Senior Vice President
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Matina S. Horner                        Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Martin L. Leibowitz                     Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

John J. McCormack                       Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

John A. Putney, Jr.                     Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Larry Rubin                             Director and Chief Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

John A. Somers                          Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Charles H. Stamm                        Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Thomas G. Walsh                         President and Director
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Richard J. Adamski                      Vice President
TIAA-CREF Life Insurance Company        and Treasurer
730 Third Avenue
New York, New York 10017-3206

Morlee Miller                           Chief Administrative Officer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>


C-4
<PAGE>

[TIAA
CREF logo]

<TABLE>
<CAPTION>
                                        Positions and Officers
Name and Principal Business Address     with the Depositor
- -----------------------------------     ------------------
<S>                                     <C>
Michael T. O'Kane                       Chief Investment
TIAA-CREF Life Insurance Company        Officer
730 Third Avenue
New York, New York 10017-3206

Gary Chinery                            Assistant Treasurer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Kathy VanNoy Pineda                     Director, Compliance
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Roderic Eaton                           Assistant Investment Officer
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Martin Snow                             Illustration Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Matthew Daitch                          Assistant Actuary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Mark L. Serlen                          Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Benjamin Leiser                         Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Bruce Wallach                           Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Roger Vellkamp                          Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206

Edward J. Leahy                         Assistant Secretary
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York 10017-3206
</TABLE>

C-5
<PAGE>

[TIAA
CREF logo]

Item 26. Persons Controlled by or under Common Control with the Depositor or
Registrant

TIAA-CREF Life Insurance Company, the depositor, is a direct wholly-owned
subsidiary of TIAA-CREF Enterprises, Inc., a direct wholly-owned subsidiary of
Teachers Insurance and Annuity Association of America (TIAA). The following
companies are subsidiaries of TIAA and are included in the consolidated
financial statements of TIAA. All TIAA subsidiary companies are Delaware
corporations, except as indicated. All trusts are Pennsylvania business trusts.
<TABLE>
<S>                                     <C>
AIC Properties, Inc.                    Teachers Boca Properties II, Inc.
BT Properties, Inc.                     Teachers Boca Properties III, Inc.
College Credit Trust                    Teachers Mayflower, LLC
DAN Properties, Inc.                    Teachers Pennsylvania Realty, Inc.
ETC Repackaging, Inc.                   Teachers Personal Investors Services, Inc.
Illinois Teachers Properties, Inc.      Teachers Properties, Inc.
JV Florida One, Inc.                    Teachers REA, LLC
JV Florida Four, Inc.                   Teachers REA II, LLC
JV Georgia One, Inc.                    Teachers REA III, LLC
JV Maryland Two, Inc.                   Teachers Realty Corporation
JV Michigan Three, Inc.                 Teachers West, LLC
JV Minnesota One, Inc.                  TEO-NP, LLC
JV North Carolina One, Inc.             TIAA Realty, Inc.
JWL Properties, Inc.                    TIAA Retail Commercial, LLC
Liberty Place Retail, Inc.              TIAA Timberlands I, LLC
Liberty Place Retail II, Inc.           TIAA Timberlands II, LLC
Light Street Partners, LLP              TIAA-CREF Enterprises, Inc.
Macallister Holdings, Inc.              TIAA-CREF Individual & Institutional Services, Inc.
MN Properties, Inc.                     TIAA-CREF Investment Management, LLC
M.O.A. Enterprises, Inc.                TIAA-CREF Life Insurance Company
M.O.A. Investors I, Inc.                TIAA-CREF Tuition Financing, Inc.
ND Properties, Inc.                     TIAA-CREF Trust Company, FSB
OWP Hawaii, LLC                         TIAA-Fund Equities, Inc.
Savannah Teachers Properties, Inc.      TPI Housing, Inc.
T114 Properties, Inc.                   Washington Teachers Properties II, Inc.
T-Investment Properties Corp.           WRC Properties, Inc.
T-Land Corp.                            730 Properties, Inc.
TCT Holdings, Inc.                      730 Penn. Hotel Properties I, Inc.
Teachers Advisors, Inc.                 730 Texas Forest Holdings, Inc.
                                        485 Properties, LLC
</TABLE>
     (1)  All subsidiaries are Delaware corporations except as follows:

A)   Pennsylvania non-stock, non-profit corporations:
          Liberty Place Retail, Inc.
          Teachers Pennsylvania Realty, Inc.
          Teachers Realty Corporation

B)   College Credit Trust, a New York Trust

C)   TIAA-CREF Life Insurance Company is a New York corporation.

D)   TIAA-CREF Trust Company, FSB is a Federal Savings Bank.

     (2)  All subsidiaries are 100% owned directly by TIAA, except as follows:

A)   TIAA-CREF Enterprises, Inc. owns 100% of the stock of Teachers Advisors,
     Inc., Teachers Personal Investors Services, Inc., TIAA-CREF Life Insurance
     Company, TIAA-CREF Tuition Financing, Inc. and TCT Holdings, Inc.

B)   TCT Holdings, Inc. owns 100% of TIAA-CREF Trust Company, FSB.

C-6
<PAGE>

C)   Macallister Holdings, Inc. owns 100% of T-Investment Properties Corp. and
     T-Land Corp.

D)   Teachers Properties, Inc. owns 100% of TPI Housing, Inc.

C-7
<PAGE>

[TIAA
CREF logo]

E)   730 Properties, Inc. owns 100% of the stock of 730 Penn. Hotel Properties
     I, Inc.

     (3)  All subsidiaries have as their sole purpose the ownership of
          investments which could, pursuant to New York State Insurance Law, be
          owned by TIAA itself, except the following:

A)   Teachers Advisors, Inc., which provides investment advice for the
     Registrant and others.

B)   Teachers Personal Investors Services, Inc., which provides broker-dealer
     services for the Registrant and others.

C)   TIAA-CREF Investment Management, LLC, which provides investment advice for
     College Retirement Equities Fund.

D)   TIAA-CREF Individual & Institutional Services, Inc., which provides
     broker-dealer and administrative services for College Retirement Equities
     Fund.

E)   TCT Holdings, Inc., which is a unitary thrift holding company, was formed
     for the sole purpose of holding stock of a federal chartered savings bank.

F)   TIAA-CREF Life Insurance Company, which is a subsidiary life insurance
     company of TIAA, is licensed under the State of New York to market certain
     life insurance products not currently offered by TIAA.

G)   TIAA-CREF Trust Company, FSB which is a federal chartered savings bank.

H)   TIAA-CREF Tuition Financing, Inc. which was formed to administer tuition
     assistance plans.

Item 27. Number of Contractowners

As of December 31, 1999, there were 1,889 owners of contracts of the class
presently offered by this Registration Statement.

Item 28. Indemnification

The TIAA-CREF Life bylaws provide that TIAA-CREF Life will indemnify, in the
manner and to the fullest extent permitted by law, each person made or
threatened to be made a party to any action, suit or proceeding, whether or not
by or in the right of TIAA-CREF Life, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that he or she
or his or her testator or intestate is or was a director, officer or employee of
TIAA-CREF Life, or is or was serving at the request of TIAA-CREF Life as
director, officer or employee of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, if such director,
officer or employee acted, in good faith, for a purpose which he reasonably
believed to be in, or in the case of service for any other corporation or any
partnership, joint venture trust, employee benefit plan or other enterprise, not
opposed to, the best interests of TIAA-CREF Life and in criminal actions or
proceedings, in addition, had no reasonable cause to believe his or her conduct
was unlawful. To the fullest extent permitted by law such indemnification shall
include judgments, fines, amounts paid in settlement, and reasonable expenses,
including attorneys' fees. No payment of indemnification, advance or allowance
under the foregoing provisions shall be made unless a notice shall have been
filed with the Superintendent of Insurance of the State of New York not less
than thirty days prior to such payment specifying the persons to be paid, the
amounts to be paid, the manner in which payment is authorized and the nature and
status, at the time of such notice, of the litigation or threatened litigation.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers and directors of the Depositor, pursuant to
the foregoing provision or otherwise, the Depositor has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Depositor of expenses incurred or paid by a director or
officer in connection with the successful defense of any action, suit or
proceeding) is asserted by a director or officer in connection with the
securities being registered, the Depositor will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in that Act and will be governed by the final
adjudication of such issue.

Item 29. Principal Underwriters

(a)  Teachers Personal Investors Service, Inc. ("TPIS"), acts as principal
     underwriter for Registrant, TIAA Separate Account VA-1, TIAA-CREF Life
     Funds, TIAA-CREF Mutual Funds, and TIAA-CREF Institutional Mutual Funds.


C-8
<PAGE>

[TIAA
CREF logo]

(b)  The officers of TPIS and their positions and offices with TPIS and the
     Registrant are listed in Schedule A of Form BD as currently on file with
     the Commission (File No. 8-47051), the text of which is hereby incorporated
     by reference.

(c)  Not Applicable.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the rules promulgated thereunder are maintained at the
Registrant's home office, 730 Third Avenue, New York, New York 10017, and at
other offices of the Registrant located at 750 Third Avenue and 485 Lexington
Avenue, both in New York, New York 10017. In addition, certain duplicated
records are maintained at Pierce Leahy Archives, 64 Leone Lane, Chester, New
York 10918.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings and Representations

(a)  The Registrant undertakes to file a post-effective amendment to this
     Registration Statement as frequently as is necessary to ensure that the
     audited financial statements in the Registration Statement are never more
     than 16 months old for so long as payments under the variable annuity
     contracts may be accepted.

(b)  The Registrant undertakes to include either (1) as part of any application
     to purchase a contract offered by the Prospectus, a space that an applicant
     can check to request a Statement of Additional Information, or (2) a
     postcard or similar written communication affixed to or included in the
     Prospectus that the applicant can remove to send for a Statement of
     Additional Information.

(c)  The Registrant undertakes to deliver any Statement of Additional
     Information and any financial statements required to be made available
     under Form N-4 promptly upon written or oral request.

(d)  TIAA-CREF Life represents that the fees and charges deducted under the
     Contracts, in the aggregate, are reasonable in relation to the services
     rendered, the expenses expected to be incurred, and the risks assumed by
     TIAA-CREF Life. TIAA-CREF Life bases its representation on its assessment
     of all of the facts and circumstances, including such relevant factors, as:
     the nature and extent of such services, expenses and risks; the need for
     TIAA-CREF Life to earn a profit; and the degree to which the contracts
     include innovative features. This representation applies to all contracts
     sold pursuant to this Registration Statement, including those sold on the
     terms specifically described in the Prospectus contained herein, or any
     variations therein, based on supplements, endorsements, or riders to any
     Contracts or prospectus, or otherwise.


C-9
<PAGE>

[TIAA
CREF logo]

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, TIAA-CREF Life Separate Account VA-1 has duly caused this Registration
Statement to be signed on its behalf, in the City of New York and State of New
York on the 22nd day of March, 2000.

                                    TIAA-CREF LIFE SEPARATE ACCOUNT VA-1


                                    By: TIAA-CREF Life Insurance Company
                                        (On behalf of the Registrant and itself)

                                    By /s/ Thomas G. Walsh
                                       -------------------
                                       Thomas G. Walsh
                                       President

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                    Title                               Date
- ---------                    -----                               ----

<S>                          <C>                                 <C>
/s/ Thomas G. Walsh          President (Principal Executive      3/22/00
- --------------------------   Officer) and Director
    Thomas G. Walsh

/s/ Richard L. Gibbs         Executive Vice President and        3/22/00
- --------------------------   Chief Financial Officer
    Richard L. Gibbs         (Principal Financial and
                             Accounting Officer) and Director
</TABLE>

<PAGE>

[TIAA
CREF logo]

<TABLE>
<CAPTION>
Signature                    Title                               Date
- ---------                    -----                               ----

<S>                          <C>                                 <C>
/s/ Scott C. Evans                                               3/22/00
- --------------------------
    Scott C. Evans

/s/ Dennis D. Foley                                              3/22/00
- --------------------------
    Dennis D. Foley

/s/ Richard L. Gibbs                                             3/22/00
- --------------------------
    Richard L. Gibbs

/s/ Don W. Harrell                                               3/22/00
- --------------------------
    Don W. Harrell

/s/ Larry D. Hershberger                                         3/22/00
- --------------------------
    Larry D. Hershberger

/s/ Martina S. Horner                                            3/22/00
- --------------------------
    Martina S. Horner

/s/ Martin L. Leibowitz                                          3/22/00
- --------------------------
    Martin L. Leibowitz

/s/ John J. McCormack                                            3/22/00
- --------------------------
    John J. McCormack

/s/ John A. Putney, Jr.                                          3/22/00
- --------------------------
    John A. Putney, Jr.

/s/ Larry Rubin                                                  3/22/00
- ----------------------
    Larry Rubin

/s/ John A. Somers                                               3/22/00
- ----------------------
    John A. Somers

/s/ Charles H. Stamm                                             3/22/00
- ----------------------
    Charles H. Stamm

/s/ Thomas G. Walsh                                              3/22/00
- ----------------------
    Thomas G. Walsh
</TABLE>

<PAGE>

[TIAA
CREF logo]

                                  Exhibit Index

(4)  Forms of Personal Annuity Select Contract

(5)  Forms of Application for Personal Annuity Select Contract

(9)  Consent of Charles H. Stamm, Esquire

(10) (A)  Consent of Sutherland Asbill & Brennan LLP

     (B)  Consent of Ernst & Young LLP

(12) Seed money memorandum



                        TIAA-CREF Life Insurance Company
                   730 Third Avenue, New York, NY 10017-3206
                           Telephone [(800) 223-1200]

                Endorsement to Personal Annuity Select Contract

              Effective Date: [April 1, 2000 or Attached at Issue]

This endorsement changes your TIAA-CREF Life Personal Annuity Select Contract
and becomes part of that contract. Please read this endorsement and attach it to
your contract.

The purpose of this endorsement is to add new investment accounts under the
separate account in your contract.

As of the effective date of this endorsement, the following investment accounts
are available under your contract and you may allocate future premiums to and
transfer among these accounts:

[Stock Index Account: This account holds shares in the Stock Index Fund of the
TIAA-CREF Life Funds, which seeks a favorable long-term rate of return from a
diversified portfolio selected to track the overall market for common stocks
publicly traded in the U.S., as represented by a broad stock market index.

     Growth Equity Account: This account holds shares in the Growth Equity Fund
     of the TIAA-CREF Life Funds, which seeks a favorable long-term return,
     mainly through capital appreciation, primarily from a diversified portfolio
     of common stocks that present the opportunity for exceptional growth.

     Growth and Income Account: This account holds shares in the Growth and
     Income Fund of the TIAA-CREF Life Funds, which seeks a favorable long-term
     return through capital appreciation and investment income, by investing in
     a broadly diversified portfolio of common stocks selected for their
     investment potential.

     International Equity Account: This account holds shares in the
     International Equity Fund of the TIAA-CREF Life Funds, which seeks
     favorable long-term returns, mainly through capital appreciation, by
     investing in a broadly diversified portfolio of primarily foreign equity
     investments.

     Social Choice Equity Account: This account holds shares in the Social
     Choice Equity Fund of the TIAA-CREF Life Funds, which seeks a favorable
     long-term rate of return that tracks the investment performance of the U.S.
     stock market while giving special consideration to certain social
     criteria.]

<PAGE>

Endorsement to Personal Annuity Select Contract
- --------------------------------------------------------------------------------

All references describing the Separate Account Charge are modified as follows:

     Separate Account Charge. A separate account charge is assessed daily for
     mortality and expense risk and administration. The separate account charge
     is guaranteed not to exceed the annual effective rate of 1.2% of an
     investment account's average net assets.


SPECIMEN

President and
Chief Executive Officer

Thomas G. Walsh

<PAGE>


                        TIAA-CREF Life Insurance Company
                   730 Third Avenue, New York, N.Y. 10017-3206
                            Telephone: [800-223-1200]

                        Personal Annuity Select Contract
                        Contract               Date of Issue
                         Number                mo  day    yr
                       [0-800135-6             10  01    2000]

          Annuitant      [John J. Jones]
          Owner          [ Jane J. Doe]

     This is a contract between you, the owner of this contract, and TIAA-CREF
Life Insurance Company ("TIAA-CREF Life," "we," "us"). This page refers briefly
to some of the features of this contract. The next pages set forth in detail the
rights and obligations of both TIAA-CREF Life and you under the contract.

                   PLEASE READ YOUR CONTRACT. IT IS IMPORTANT.

                               GENERAL DESCRIPTION

     This is a flexible premium limited deferred annuity contract. Your contract
accumulation (the value of your contract) is the sum of your fixed account
accumulation and your investment account accumulations. Accumulations in the
fixed account are credited with a guaranteed interest rate, and may also be
credited with additional amounts. Accumulations in the investment accounts are
variable, are not guaranteed, and may increase or decrease depending on the
investment results of the funds underlying the investment accounts.

     TIAA-CREF Life will pay the income benefit provided under this contract to
you, the owner, based on the life of the annuitant, who may be you or another
person. If you or the annuitant die before the income benefit begins, we will
pay the death benefit provided in this contract. For annuity benefits payable
from the investment accounts, the dollar amount of each payment may increase or
decrease depending on the investment results of the funds underlying the
investment accounts. Initial payments from the investment accounts are
calculated using an assumed net annual investment return of 4% and are then
revalued periodically. Upon revaluation, if the net annualized rate of
investment return exceeds 4% for the period of time since the last revaluation,
the amount payable per annuity unit will increase. If it is less than 4%, the
amount payable per annuity unit will decrease. The separate account charge will
reduce the net annual investment return. The separate account charge will never
exceed 1.2% per year of an investment account's average net assets.

     You may choose to withdraw all or a part of your contract accumulation on
or before the day income benefits begin. This contract does not provide for
loans.

     We may stop accepting premiums under this contract and accept premiums
under a replacement contract. Such a replacement contract may include a
surrender charge, a lower guaranteed interest rate on fixed account
accumulations, and different annuity purchase rates.

     30 Day Right to Examine Your Contract. You have 30 days from the day you
receive this contract to examine it. If you decide to cancel this contract, send
it and your request to cancel to TIAA-CREF Life at the address above. Upon
receipt of such request, we will refund the contract accumulation as of the date
you mailed or delivered your request to us, plus premium taxes (if any) deducted
from premiums paid. As of that date, the contract will then be void and no
benefits will be provided under it.

     If you have any questions about your contract or need help to resolve a
problem, you can contact us at the address or telephone number above.

             Nonqualified Flexible Premium Limited Deferred Annuity
              Fixed and Variable Accumulations and Income Benefits


                                    SPECIMEN
                                 Thomas G. Walsh
                                  President and
                             Chief Executive Officer

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TCL-1291.3               Table of Contents on Next Page                   Page 1
TIAA-CREF Life PAS             Index on Last Page                    Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
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                                    CONTENTS

<TABLE>
<CAPTION>
                                                       Page                                                             Page
<S>                                                      <C>     <C>                                                      <C>
GENERAL DESCRIPTION.......................................1      PART G: LUMP-SUM BENEFITS and TRANSFERS OF
                                                                      ACCUMULATIONS.......................................16
CONTENTS..................................................2           Availability
                                                                      Effective Date of a Lump-Sum Benefit or Transfer
PART A: OWNER / ANNUITANT DATA............................3
                                                                 PART H: TRANSFERS OF ANNUITY INCOME and
PART B: TERMS USED IN THIS CONTRACT.......................5           SWITCHES BETWEEN INCOME CHANGE
                                                                      METHODS.............................................16
PART C: CONTRACT and PREMIUMS.............................8           Transfers from the Investment Accounts
     The Contract                                                     Transfers from the Fixed Account
     Protection Against Contract Termination or Forfeiture            No Change in Income Choices
     Premiums                                                         Effective Date of a Transfer of Annuity Income
     Allocation of Premiums                                           Date of Change in Payments After a Transfer
     Premium Taxes                                                    Change in Number of Annuity Units Payable After a
                                                                           Transfer from an Investment Account
PART D: ACCUMULATIONS.....................................9           Change in Fixed Account Payments After a
     Contract Accumulation                                                 Transfer
     Fixed Account Accumulation                                       Actuarial Present Value
     Additional Amounts                                               Switching Between Income Change Methods
     Investment Account Accumulation                                  Effective Date of a Switch in Income Change Methods
     Accumulation Unit                                                Change in Number of Annuity Units Payable After a
     Net Investment Factor                                                 Switch in Income Change Methods
     Gross Investment Factor
     Separate Account Charge                                     PART I: GENERAL PROVISIONS...............................19
     Number of Accumulation Units                                     Insulation of Separate Account
                                                                      Addition or Deletion of an Investment Account, Unit
PART E: INCOME BENEFIT...................................10                Annuities from an Investment Account, or
     Payment of the Income Benefit                                         Income Change Method for Unit Annuities from
     Amount of the Income Benefit                                          an Investment Account
     Annuity Unit Values                                              Change or Substitution of Funds
     Number of Annuity Units                                          Reports
     Income Change Methods                                            No Loans
     Starting the Income Benefit                                      Assignment
     Income Options                                                   Protection Against Claims of Creditors
     Distribution Requirements upon the Death of the Owner            Non-Forfeiture of Benefits
                                                                      Procedure for Elections and Changes
PART F: DEATH BENEFIT....................................13           Payment to an Estate, Guardian, Trustee, etc.
     Availability of the Death Benefit                                Investment Company Act of 1940
     Death Benefit Payable Date                                       Service of Process upon TIAA-CREF Life
     Guaranteed Minimum Death Benefit                                 Benefits Based on Incorrect Age
     Amount of the Fixed Account Death Benefit                        Proof of Survival
     Number of Annuity Units Payable to the Death Benefit             Compliance with Laws and Regulations
          Payee                                                       Right to Amend
     Methods of Payment                                               Correspondence and Requests for Benefits
     Distribution Requirements upon the Death of the Owner
     Transfers and Switches Available to a Beneficiary           PART J: RATE SCHEDULE....................................22

                                                                 INDEX OF IMPORTANT TERMS AND PROVISIONS .................25
</TABLE>


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TCL-1291.3                                                                Page 2
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


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                             PART A: OWNER / ANNUITANT DATA


<TABLE>
<CAPTION>
                                                             Annuity
                                          Date of           Starting
                       Contract            Issue              Date
                        Number         mo  day    yr      mo  day    yr

<S>                                       <C>               <C>
                      0-800135-6          10  01  2000      12  01  2018
</TABLE>


<TABLE>
<CAPTION>
                         Name                Date of Birth      Social Security Number

<S>                                           <C>                <C>
          Annuitant  John J. Jones            12  20 1952        111-11-1111
            Owner     Jane J. Doe             11  15 1950        ###-##-####
</TABLE>


This contract was made and delivered in the State of New York. The validity and
effect of the contract are governed by the laws there in force.

The minimum fixed account accumulation interest rate is 3.0%.

The separate account charge is at the effective annual rate of 1.2% per year of
an investment account's average net assets. We may choose to waive a portion of
the separate account charge.


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TCL-1291.3                                                                Page 3
TIAA-CREF Life PAS                                                   Ed. 10-2000
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The following investment accounts are available as of the date of issue:

[    Stock Index Account: This account holds shares in the Stock Index Fund of
     the TIAA- CREF Life Funds, which seeks a favorable long-term rate of return
     from a diversified portfolio selected to track the overall market for
     common stocks publicly traded in the U.S., as represented by a broad stock
     market index.

     Growth Equity Account: This account holds shares in the Growth Equity Fund
     of the TIAA-CREF Life Funds, which seeks a favorable long-term return,
     mainly through capital appreciation, primarily from a diversified portfolio
     of common stocks that present the opportunity for exceptional growth.

     Growth & Income Account: This account holds shares in the Growth & Income
     Fund of the TIAA-CREF Life Funds, which seeks a favorable long-term return
     through capital appreciation and investment income, by investing in a
     broadly diversified portfolio of common stocks selected for their
     investment potential.

     International Equity Account: This account holds shares in the
     International Equity Fund of the TIAA-CREF Life Funds, which seeks
     favorable long-term returns, mainly through capital appreciation, by
     investing in a broadly diversified portfolio of primarily foreign equity
     investments.

     Social Choice Equity Account: This account holds shares in the Social
     Choice Equity Fund of the TIAA-CREF Life Funds, which seeks a favorable
     long-term rate of return that tracks the investment performance of the
     U.S. stock market while giving special consideration to certain social
     criteria.                                                                 ]

For the purposes of section 56, the following investment accounts are
equity-based:

[    Stock Index Account
     Growth Equity Account
     Growth & Income Account
     International Equity Account
     Social Choice Equity Account.                                             ]


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TCL-1291.3                                                                Page 4
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
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                       PART B: TERMS USED IN THIS CONTRACT

1. The Annuitant is the natural person whose life is used in determining the
income benefit to be paid. The annuitant is named on page 3 of this contract,
and may not be changed, except as provided in section 45.

2. The Annuity Starting Date shown on page 3 is the date on which your income is
scheduled to begin. You may change your annuity starting date as explained in
section 42.

3. Annuity Units. The annuity unit is the basic unit of payment for a
unit-annuity from an investment account. There is a separate and distinct unit
value for each combination of income change method and investment account. The
values of annuity units change from time to time to reflect the investment
experience of the investment accounts. The actual mortality and expense
experience of the investment accounts will not reduce the amount payable per
annuity unit.

4. Beneficiary. Beneficiaries are persons you name, in a form satisfactory to
us, to:

     A)   receive the death benefit as death benefit payee(s) if you die before
          the annuity starting date while the annuitant is alive; or
     B)   become the owner, and receive any benefits due as owner, if you die on
          or after the annuity starting date.

     At any time you may name, change, add or delete beneficiaries, by written
notice to us, as explained in section 74.

     Classes of beneficiaries. You can name two "classes" of beneficiaries,
primary and contingent. These classes set the priority of payment or ownership.
If any primary beneficiary is alive at the time of your death, the primary
beneficiary(ies) will receive the death benefit or become the owner(s). If no
primary beneficiary survives you, your "beneficiaries" are the surviving
contingent beneficiary or beneficiaries you named. If a class contains more than
one person, the then-living persons in the class will receive the death benefit
or become owners in equal shares, unless you provide otherwise. For example, if
you die before the annuity starting date, and you named your spouse as primary
beneficiary and "children" as contingent beneficiaries, your spouse would
receive the death benefit or become owner if he or she survived you. But if your
spouse did not survive you, then your surviving children would receive the death
benefit or become owners in equal shares. The share of any named beneficiary in
a class who does not survive will be allocated in equal shares to the
beneficiaries in such class who do survive, even if you've provided for these
beneficiaries to receive unequal shares.

     No living beneficiaries. If you die before the annuity starting date and if
you named your estate as beneficiary, or none of the beneficiaries you named is
alive at the time of your death, or you never named a beneficiary, the death
benefit will be paid to your estate in one sum.

     If you die on or after the annuity starting date and if none of the
beneficiaries you named is alive at the time of your death, or you never named a
beneficiary, the annuitant will become the owner. If the annuitant is not alive,
the second annuitant (if any) will become the owner. If no beneficiary or
annuitant is alive, the commuted value of any income benefit remaining due will
be paid to your estate in one sum.

     Payments after the death of a beneficiary. Any periodic payments or other
amounts

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TCL-1291.3                                                                Page 5
TIAA-CREF Life PAS                                                   Ed. 10-2000

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remaining due after the death of your beneficiary during a guaranteed or fixed
period will be paid to the person named by you or your beneficiary to receive
them, by written notice to us, as explained in section 74. The commuted value of
these payments may be paid in one sum unless we are directed otherwise.

     If no one has been named to receive these payments, or if no one so named
is living at the death of your beneficiary, the commuted value will be paid in
one sum to your beneficiary's estate.

     If a person receiving these payments dies before the end of the guaranteed
or fixed period, the commuted value of any payments still due that person will
be paid to any other person named to receive it. If no one has been so named,
the commuted value will be paid to the estate of the last person who was
receiving these payments.

5. A Business Day is any day that the New York Stock Exchange is open for
trading. A business day ends at 4:00 p.m. Eastern time, or when trading closes
on the New York Stock Exchange, if earlier.

6. The Commuted Value of an annuity is an amount paid in a lump sum instead of
in a series of payments. The commuted value is available only as described in
section 4. The effective date of the calculation of the commuted value is the
business day in which we receive the request for a commuted value, in a form
acceptable to us.

     The commuted value of an annuity payable from the fixed account is the sum
of the payments less the interest that would have been earned from the effective
date of the commuted value to the date each payment would have been made. The
interest rate used is the same as that used to determine the guaranteed amount
of the annuity payments.

     The commuted value of a unit-annuity is the present value of the
unit-annuity payments, based on interest at the effective annual rate of 4%. The
dollar values used for the unit-annuity payments in the calculation are those
that would be paid if periodic payments were to continue and the annuity unit
value, under each income change method, on each future payment valuation date
were to equal the annuity unit value as of the effective date of the
calculation.

7. The Death Benefit is the value of your contract accumulation, or if greater,
the sum of all premiums credited to this contract less any lump-sum benefits
paid. It will be paid to the death benefit payee under one of the methods of
payment set forth in Part F, if you or the annuitant dies before the annuity
starting date.

8. The Death Benefit Payee can receive the death benefit if you or the annuitant
dies before the annuity starting date. If you die, your beneficiary will be the
death benefit payee. If the annuitant dies and you are not the annuitant, you
will be the death benefit payee. Where the owner and the annuitant have died and
there is not sufficient evidence that they have died other than simultaneously,
then the beneficiary is the death benefit payee, unless you have provided
otherwise.

9. Fixed Account. All premiums, transfers, and additional amounts credited to
the fixed account become part of TIAA-CREF Life's general account.

10. A Fund is a mutual fund or a separate series of a mutual fund registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. Each fund consists of a portfolio of assets managed with a
specific investment objective.

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TCL-1291.3                                                                Page 6
TIAA-CREF Life PAS                                                   Ed. 10-2000
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Your TIAA-CREF Life Personal Annuity Select Contract
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11. The General Account consists of all of TIAA-CREF Life's assets other than
those in separate accounts.

12. The Income Benefit is the periodic amount payable under one of the options
set forth in Part E. The first payment will be payable as of the annuity
starting date.

13. The Income Change Method determines how frequently unit-annuity payments are
revalued. The income change methods are described in section 41.

14. An Investment Account is a subaccount of the separate account that holds
shares of a fund or funds which are managed with a specified investment
objective. The investment accounts available as of the date of issue are listed
on page 4. We may add, combine, or delete investment accounts as described in
section 67. If we add any investment accounts, we will specify whether or not
they are equity-based for the purposes of section 56.

15. A Lump-sum Benefit is a withdrawal in a single sum of all or part of your
contract accumulation. The provisions concerning lump-sum benefits are set forth
in Part G.

16. You are the Owner. During your lifetime, you may, subject to the rights of
any assignee and to the extent permitted by law, exercise every right given by
this contract without the consent of any other person. The owner may be changed
as explained in section 74. The name of the owner as of the date of issue is
shown on page 3.

17. The Rate Schedule sets forth the basis for computing the benefits available
under your contract. The rate schedule is in Part J.

18. You name a Second Annuitant if you choose an income benefit under a two-life
annuity option, as explained in section 43. Under a two-life annuity option the
lives of the annuitant and the second annuitant are used in determining the
income benefit.

19. Separate Account. All premiums and transfers credited to an investment
account are part of the separate account. The separate account is designated as
"TIAA-CREF Life VA-1" and was established by us in accordance with New York law
to provide benefits from this contract and other similar contracts. The assets
and liabilities of separate account TIAA-CREF Life VA-1 are segregated from the
assets and liabilities of the general account and from the assets and
liabilities of any other TIAA-CREF Life separate account.

20. You may Transfer some or all of your contract accumulation between the fixed
account and the available investment accounts. The provisions concerning
transfers of accumulations, including restrictions, are set forth in Part G. You
may also transfer future annuity income between the fixed account and the
available investment accounts after the annuity starting date. The provisions
concerning transfers of annuity income, including restrictions, are set forth in
Part H.

21. Unit-Annuity. The investment accounts provide income through a unit-annuity,
which is a series of payments based on a specified number of annuity units
payable at a stated frequency. The amount of each payment is equal to the
then-current value of one annuity unit multiplied by the number of annuity units
payable. The value of each annuity unit will change either once each year or
once each month according to the income change method you select for that
annuity unit.

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TCL-1291.3                                                                Page 7
TIAA-CREF Life PAS                                                   Ed. 10-2000
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We can delete or stop offering unit-annuities payable from any investment
account as described in section 67.

22. A Valuation Day is any business day, as well as the last calendar day of
each month.

                          PART C: CONTRACT and PREMIUMS

23. The Contract. This document and the attached application are the entire
contract between you and TIAA-CREF Life. We have issued it in return for your
completed application and the first premium. Any endorsement to or amendment of
this contract or waiver of any of its provisions will be valid only if in
writing and signed by an executive officer or a registrar of TIAA-CREF Life. All
benefits are payable at our home office in New York, NY. This contract is
incontestable.

24. Protection Against Contract Termination or Forfeiture. While your contract
accumulation is at least $250, your rights under the contract will remain in
force after the first premium has been paid. No additional premiums are
required. You own this contract. If no premiums have been paid for three years,
and your accumulation is less than $250, we may pay you your contract
accumulation and terminate this contract.

25. Premiums. Premiums for this contract may be paid until the annuity starting
date and in any amount not less than $25. We may limit total premiums and
transfers allocated to the fixed account to $300,000 in any twelve-month period.
We may stop accepting premiums under this contract after the effective date of a
change in New York State Insurance Law which lowers the minimum required
accumulation interest rate for flexible premium annuities from the rate in
effect on December 31, 1998, provided that:

     a)   you have been given three months' written notice; and

     b)   we accept premiums under a new TIAA-CREF Life deferred annuity
          contract issued to you with the same annuitant, annuity starting date,
          beneficiary and methods of benefit payment as those under this
          contract at the time of replacement. Such new contract may include a
          surrender charge on fixed account accumulations and may have a lower
          guaranteed interest rate and different annuity purchase rates than
          those under this contract. The new contract will also provide the same
          rights to elect changes as those provided under this contract.

     Your initial premium will be credited to your contract within two business
days of the business day on which it is received by us at the location that we
will designate. Each subsequent premium will be credited to your contract as of
the business day on which it is received by us at the location that we will
designate.

26. Allocation of Premiums. You may change your allocation for future premiums
at any time. Your premiums are allocated among the fixed account and the
available investment accounts according to the most recent valid instructions we
have received from you in a form acceptable to us. The investment accounts
available as of the date of issue are shown on page 4. If you allocate premiums
to the fixed account, they increase your fixed account accumulation. If you
allocate premiums to an investment account, they purchase accumulation units in
that account.

27. Premium Taxes. State and local government premium tax, if applicable, will
be deducted

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TCL-1291.3                                                                Page 8
TIAA-CREF Life PAS                                                   Ed. 10-2000

<PAGE>


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from your contract accumulation when incurred by us. We may deduct these taxes
when the premium is received by us or when annuity income or death benefit
payments commence. If no amount for premium tax was deducted, but premium tax is
later determined to be due, we will reduce your contract accumulation by the
amount of tax which is determined to be due by us.

                              PART D: ACCUMULATIONS

28. Your Contract Accumulation is equal to the sum of your fixed account
accumulation and your investment account accumulations. Your fixed account
accumulation is guaranteed by TIAA- CREF Life's general account. Separate
account accumulations are not guaranteed, and you bear the investment risk of
your separate account accumulations. Once your contract accumulation has been
applied to begin payment of an income benefit, we will have fulfilled all
obligations concerning your contract accumulation.

29. Your Fixed Account Accumulation is equal to:

     A)   all premiums allocated to your fixed account accumulation; plus
     B)   all transfers credited to your fixed account accumulation; plus
     C)   interest credited to your fixed account accumulation at the guaranteed
          effective annual rate of 3%; plus
     D)   any additional amounts in excess of the guaranteed interest credited
          to your fixed account accumulation; less
     E)   any premium taxes incurred by us for your fixed account accumulation;
          less
     F)   the amount of any lump-sum benefits paid, or transfers from your fixed
          account accumulation.

30. We may credit Additional Amounts to your fixed account accumulation.
Additional amounts may also be paid with any fixed account benefits payable to
you or your beneficiary. We do not guarantee that there will be additional
amounts.

     Any additional amounts credited to your fixed account accumulation will be
credited under a schedule of additional amounts rates declared from time to time
by TIAA-CREF Life. For a fixed account accumulation in force as of the effective
date of such a schedule, the additional amount rates will not be modified for a
period of twelve months following the schedule's effective date. For any
premiums, any additional amounts, and any transfers applied to the fixed account
during the twelve-month period described in the preceding sentence, we may
declare additional amounts at rates which remain in effect through the end of
such twelve-month period. Thereafter, any additional amount rates declared for
such premiums, additional amounts and transfers will remain in effect for
periods of twelve months or more.

31. An Investment Account Accumulation (the value of your share of an investment
account) is equal to the number of your accumulation units multiplied by the
value of one accumulation unit in that investment account. Investment account
accumulations are variable and are not guaranteed. They may increase or decrease
depending on the investment results of the funds underlying the investment
accounts.

32. Accumulation Unit. Each investment account maintains a separate accumulation
unit. The value of each investment account's accumulation unit is calculated at
the end of each valuation day. The value of an investment account's accumulation
unit is equal to the prior valuation day's value

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TCL-1291.3                                                                Page 9
TIAA-CREF Life PAS                                                   Ed. 10-2000

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multiplied by the account's net investment factor.

33. An investment account's Net Investment Factor equals its gross investment
factor minus the separate account charge incurred since the previous valuation
day.

34. An investment account's Gross Investment Factor equals A divided by B, as
follows:

     A equals   i.  the net asset value of the shares in the fund(s) held by the
                    account as of the end of the valuation day, excluding the
                    net effect of contract holders' transactions (i.e., premiums
                    received, benefits paid, and transfers to and from the
                    account) made during that day; plus
               ii.  investment income and capital gains distributed to the
                    account; less
              iii.  any amount paid and/or reserved for tax liability resulting
                    from the operation of the account since the previous
                    valuation day.

     B equals the value of the shares in the fund(s) held by the account as of
          the end of the prior valuation day, including the net effect of
          contract holders' transactions made during the prior valuation day.

35. Separate Account Charge. A separate account charge is assessed for mortality
and expense risk and administration. The separate account charge is guaranteed
not to exceed an effective annual rate of 1.2% of an investment account's
average net assets.

36. Number of Accumulation Units. The number of your accumulation units in an
investment account under your contract will be increased by:

     A)   any premiums you allocate to that investment account; and
     B)   any transfers you make to that investment account;

and will be decreased by:

     C)   any premium taxes incurred by us for your investment account
          accumulation;
     D)   any lump-sum benefits paid from your account accumulation in that
          investment account; and
     E)   any transfers from your account accumulation in that investment
          account to the fixed account or another investment account.

     The increase or decrease in the number of your accumulation units on any
valuation day is equal to the net dollar value of all transactions divided by
the value of the investment account's accumulation unit as of the end of the
valuation day.

                             PART E: INCOME BENEFIT

37. Payment of the Income Benefit. The fixed account and investment account
accumulations of your contract can be used to provide income benefits.

     Income amounts payable from the fixed account are guaranteed as shown in
the rate schedule and are payable from the general account. Income provided from
the investment accounts is variable and may increase or decrease depending on
the investment results of the underlying funds.

     The income benefit will be paid to you, the owner. If you die while any
income benefit payments remain due, the beneficiary will become the owner. The
beneficiary, as the new owner, will receive the income benefit and may name or
change beneficiaries as described in section 4.

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TCL-1291.3                                                               Page 10
TIAA-CREF Life PAS                                                   Ed. 10-2000
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38. The Amount of the Income Benefit payable from the fixed account as of the
annuity starting date will be determined by:

     A)   the amount of your fixed account accumulation;
     B)   the rates specified in the rate schedule;
     C)   the income option and payment frequency you choose;
     D)   if you choose a one-life annuity, the annuitant's age; and
     E)   if you choose a two-life annuity; the annuitant's age and the second
          annuitant's age.

     If the income benefit would be less than $100 a month, we will have the
right to change to quarterly, semiannual or annual payments, whichever will
result in payments of $100 or more and the shortest interval between payments.

39. Annuity Unit Values. Separate annuity unit values are maintained for annuity
units payable from each investment account under each income change method. The
values are calculated as of each valuation day.

     Annuity unit values for an income change method are determined by
multiplying each account's annuity unit value at the end of the previous
valuation day by that account's net investment factor for the valuation period,
and dividing the result by the value of $1.00 accumulated with interest over the
valuation period at an effective annual rate of 4%. The resulting value is then
adjusted to reflect that annuity income amounts are redetermined only on the
payment valuation date for that income change method. The purpose of the
adjustment is to equitably apportion assets of each account among annuitants who
receive annuity income for the entire period between two payment valuation dates
for an income change method, and those who start or stop receiving annuity
income under that income change method between the two dates.

40. The Number of Annuity Units payable under each income change method from
each investment account will be determined as of your annuity starting date, by:

     A)   the value of your accumulation units in that investment account;
     B)   the rates specified in the rate schedule;
     C)   the income option you choose;
     D)   if you choose a one-life annuity, the annuitant's age;
     E)   if you choose a two-life annuity; the annuitant's age and the second
          annuitant's age; and
     F)   for the income change method selected, that investment account's
          annuity unit value.

41. Income Change Methods. Unit-annuity payments are determined under one of two
income change methods. Under the annual income change method, the amount of each
unit-annuity payment is revalued each year. Currently, the payment changes on
May 1, using the annuity unit value as of the payment valuation date for the
annual income change method, which is the prior March 31. We reserve the right
to modify the date the payment changes and the associated payment valuation
date.

     Under the monthly income change method, the amount of each unit-annuity
payment is revalued each month. The payment amount is determined using the
annuity unit value as of the payment valuation date for the monthly income
change method in the prior month. Currently, the payment valuation date for the
monthly income change method is the twentieth day of a month (or if the
twentieth is not a business day, the prior business day) for unit-annuity
payments due on the first day of the following month. We reserve the right to
modify the payment valuation date for

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the monthly income change method.

     We can delete or stop offering either the annual or the monthly income
change method in any investment account, as described in section 67.

42. Starting the Income Benefit. Payment of your income benefit will begin as of
the annuity starting date you have chosen, if you and the annuitant are then
living and:

     A)   you have chosen one of the income options set forth in section 43; and
     B)   you have chosen one of the income change methods set forth in section
          41, if you have any investment account accumulations; and
     C)   if you choose a one-life annuity, we have received due proof of the
          annuitant's age; and
     D)   if you choose a two-life annuity, we have received due proof of the
          annuitant's age and the second annuitant's age.

     If the requirements of this section have not been completed by the annuity
starting date you have chosen, the annuity starting date will be deferred to the
first of the month after these requirements have been completed. You may change
the annuity starting date at any time on or before the day the income benefit
begins, by written notice to us, as explained in section 74. You may change the
annuity starting date to the first of any month following the date of the
change, but not to a month:

     A)   earlier than fourteen months after the date of issue shown on page 3;
          or
     B)   later than the annuitant's ninetieth birthday.

     If you have not chosen an annuity starting date prior to the first of the
month in which the annuitant turns age 90, you will be deemed to have chosen
that date.

43. Income Options are the ways in which you may have the income benefit paid.
Any time before the annuity starting date you may choose one of the options
listed below. Any choice or change of such choice must be made by written notice
to us as explained in section 74. You may change your choice at any time before
payments begin, but once they have begun no change can be made.

     The following are the income options from which you may choose. Each is
payable from the fixed account, or from any of the investment accounts unless we
delete or stop providing unit- annuities from any accounts as described in
section 67. In addition to providing an income during the lifetime of the
annuitant or for a fixed period, some options provide that payments will
continue for the lifetime of a second annuitant, and some provide that payments
will continue in any event during a guaranteed period as explained below. The
income options are described as monthly payments, but you may choose quarterly,
semiannual or annual payments. The periodic amount paid to you or a surviving
second annuitant depends on which of these options you choose. You may not elect
an option which would not be treated as an annuity under federal tax law. The
periodic amount paid depends on which of these options you choose:

     One-Life Annuity. A payment will be made to you each month for as long as
     the annuitant is alive. You may include a guaranteed period of 10, 15 or 20
     years. If you do not include a guaranteed period, all payments will cease
     at the annuitant's death. If you include a guaranteed period and the
     annuitant dies before the end of that period, monthly payments will
     continue until the end of that period and then cease.

     Two-Life Annuity. A payment will be made to you each month for as long as
     either the

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     annuitant or the second annuitant is alive. You cannot change your choice
     of second annuitant after payments begin. You may include a guaranteed
     period of 10, 15 or 20 years. If you do not include a guaranteed period,
     all payments will cease at the death of the last survivor of the annuitant
     and second annuitant. You may choose from among the following forms of
     two-life annuity.

          Full Benefit While Either the Annuitant or the Second Annuitant is
          Alive. The full monthly benefit will continue as long as either the
          annuitant or the second annuitant is alive. If you included a
          guaranteed period and the annuitant and second annuitant both die
          before the end of the period chosen, the full amount of the monthly
          payments that would have been paid if both had lived will continue
          until the end of that period and then cease.

          Two-thirds Benefit After the Death of Either the Annuitant or the
          Second Annuitant. At the death of either the annuitant or the second
          annuitant, two-thirds of the monthly payments that would have been
          paid if both had lived will continue for the life of the survivor. If
          you included a guaranteed period and the annuitant and the second
          annuitant both die before the end of the period chosen, two-thirds of
          the monthly payments that would have been paid if both had lived will
          continue to the end of that period and then cease.

          Half Benefit After the Death of the Annuitant. The full monthly income
          will continue as long as the annuitant is alive. If the second
          annuitant survives the annuitant, one-half the monthly payments that
          would have been paid if the annuitant had lived will continue for the
          life of the second annuitant. If you included a guaranteed period and
          the annuitant and the second annuitant both die before the end of the
          period chosen, one-half the monthly payments that would have been paid
          if the annuitant had lived will continue to the end of that period and
          then cease.

     Fixed-Period Annuity. A payment will be made each month for a fixed period
     you choose that is not less than 2 nor more than 30 years. At the end of
     the period chosen no further payments will be made. If the annuitant dies
     before the end of the period chosen, the monthly payments will continue to
     the end of that period and then cease.

     Automatic Election Provision. If, on the annuity starting date determined
in accordance with section 42, you have not chosen one of the income options
described in the contract, you will be deemed to have chosen a one-life annuity.
If allowed under federal tax law, a 10-year guaranteed period will be included.
Fixed account accumulations will be used to provide income benefits from the
fixed account, and investment account accumulations will be used to provide
income benefits from the investment accounts initially in the same proportion as
each investment account's accumulation to the contract's total investment
account accumulation. Income benefits from the investment accounts will be
determined under the annual income change method.

44. Distribution Requirements upon the Death of the Owner. If you die on or
after the annuity starting date, any income benefit remaining due must be
distributed at least as rapidly as under the income option on which income
benefit payments were being made as of the date of death.

                              PART F: DEATH BENEFIT

45. Availability of the Death Benefit. If you or the annuitant dies before the
annuity starting

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date, the death benefit will become available to the death benefit payee. If you
die and your spouse is the sole death benefit payee, he or she may choose to
become the owner and continue the contract, or instead choose to be paid the
death benefit. If your spouse does not make a choice, within 60 days of the date
we receive due proof of death, he or she will automatically become the owner of
the contract as of the date of your death. If you were also the annuitant, your
spouse, upon becoming the owner, will also become the annuitant.

46. The Death Benefit Payable Date is the date we authorize payment of the death
benefit, which is the date we receive:

     A)   due proof of death of you or the annuitant;
     B)   the choice of a method of payment as provided in section 50; and C)
          due proof of the death benefit payee's age if the method of payment
          chosen pays a lifetime income,

provided that the death benefit payable date will not be later than the first of
the month following the 60th day after we receive due proof of the death of you
or the annuitant. If no method of payment is chosen before that date, we will
pay the death benefit as annual payments for a fixed period ending in the
twelve-month period preceding the fifth anniversary of the date of the death.
Fixed account accumulations will be used to provide payments from the fixed
account, and investment account accumulations will be used to provide payments
from the investment accounts initially in the same proportion as each investment
account's accumulation to the contract's total investment account accumulation.

47. Guaranteed Minimum Death Benefit. The death benefit will be the greater of A
and B where:

     A    is your contract accumulation; and
     B    is the sum of all premiums credited less any lump-sum benefits paid.

As of the death benefit payable date, your fixed account accumulation will be
increased by the excess, if any, of B over A (where A and B are as defined
above) in order to pay the death benefit in accordance with this minimum amount.

48. The Amount of the Fixed Account Death Benefit payment(s) will be determined,
as of the death benefit payable date, by:

     A)   the amount of your fixed account accumulation, after any adjustment in
          accordance with the guaranteed minimum death benefit, as described in
          section 47;
     B)   the rates specified in the rate schedule;
     C)   the method of payment and the frequency of payment chosen for the
          death benefit;
     D)   if the method chosen pays a lifetime income, the age of the death
          benefit payee.

49.The Number of Annuity Units Payable to the Death Benefit Payee under each
income change method from each investment account will be determined as of the
date the unit-annuity begins, on the basis of:

     A)   the value of your accumulation units in that investment account;
     B)   the rates specified in the rate schedule;
     C)   the method of payment and the frequency of payment chosen for the
          death benefit;

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     D)   if the method chosen pays a lifetime income, the age of the death
          benefit payee; and
     E)   for the income change method selected, that investment account's
          annuity unit value as described in section 39.

50. Methods of Payment. We will pay the death benefit to the death benefit payee
under one of the methods of payment set forth below. Each is payable from the
fixed account, or from any of the investment accounts unless we delete or stop
providing unit-annuities from any account as described in section 67. You may
choose or change the method of payment at any time before payments begin. If
your beneficiary is the death benefit payee, he or she may change the method
chosen by you, unless you specify otherwise. If you do not choose a method, your
beneficiary will make the choice if he or she becomes entitled to payments. Any
choice of method or change of such choice must be made by written notice to us,
as explained in section 74. Once payment of the death benefit has begun, the
choice may not be changed. Methods providing a lifetime income may be elected
only if the death benefit payee is a natural person. A fixed or guaranteed
period may not exceed the death benefit payee's life expectancy. The methods of
payment are described as monthly payments, but the death benefit payee may
choose quarterly, semiannual or annual payments.

     Single-sum Payment. The death benefit will be paid to the death benefit
     payee in one sum.

     One-Life Annuity. A payment will be made to the death benefit payee each
     month for life. A guaranteed period of 10, 15 or 20 years may be included.
     If a guaranteed period isn't included, all payments will cease at the death
     benefit payee's death. If a guaranteed period is included and the death
     benefit payee dies before the end of that period, monthly payments will
     continue until the end of that period and then cease.

     Fixed-Period Annuity. A payment will be made to the death benefit payee
     each month for a fixed period of not less than 2 nor more than 30 years, as
     chosen. At the end of the period chosen the entire death benefit will have
     been paid out. If the death benefit payee dies before the end of the period
     chosen, the monthly payments will continue until the end of that period and
     then cease.

     If any method chosen would result in payments of less than $100 a month, we
will have the right to require a change in choice that will result in payments
of not less than $100 a month.

51. Distribution Requirements upon the Death of the Owner. Notwithstanding any
other provision in your contract, if you die before the annuity starting date,
we will pay the death benefit in accordance with the requirements of Section
72(s) of the Internal Revenue Code of 1986, as amended. Thus, the death benefit
must be distributed within five years of the death of the owner. However, if
your beneficiary is a natural person and payments begin within one year of your
death, and within 60 days of the date we receive due proof of your death, the
distribution may be made over the lifetime of your beneficiary or over a period
not to exceed your beneficiary's life expectancy. If your spouse is the sole
death benefit payee, he or she may choose to become the owner and continue the
contract. If the owner is not a natural person, the death of the first annuitant
is treated as the death of the owner for these distribution requirements.

52. Transfers and Switches Available to a Beneficiary. If your beneficiary is
receiving annuity income under this contract from a death benefit method, he or
she will have the same opportunity to transfer or switch as you would have under
an income option, as described in Part H.

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            PART G: LUMP-SUM BENEFITS and TRANSFERS OF ACCUMULATIONS

53. Availability. On or before the day your income benefits begin, you may
choose a lump-sum benefit or transfer from any account under your contract.
Lump-sum benefits from an account's accumulation must be at least $1,000 or for
the entire account accumulation. Transfers between account accumulations must be
at least $250 or for the entire account accumulation. Only one lump-sum benefit
or transfer from the fixed account may be made in any 180-day period. After we
have given you three months' written notice, we may limit transfers from any
investment account to no more than one transfer in any 90-day period.

     We may limit to $300,000 the total premiums and transfers credited to your
fixed account accumulation, in any twelve-month period.

     Any request to receive a lump-sum benefit must be made by written notice to
us as explained in section 74. If your entire contract accumulation is
withdrawn, all obligations of TIAA-CREF Life to you under the contract are
fulfilled. Any request to transfer accumulations must be in a form acceptable to
us.

     We reserve the right to stop accepting transfers into the fixed account
three months after having given you written notice.

54. Effective Date of a Lump-Sum Benefit or Transfer. A lump-sum benefit payment
or transfer will be effective, and all values determined as of the end of the
business day we receive your request in a form acceptable to us, unless you
choose to defer the effective date to a future day acceptable to us. A request
for a lump-sum benefit or transfer cannot be revoked after its effective date.

     We are required by law to reserve the right to defer payment of a lump-sum
benefit from the fixed account for up to six months. Also, we reserve the right
to delay a transfer from the fixed account for up to six months. If we defer
payment of a lump-sum benefit or a transfer from the fixed account for ten or
more working days, we will credit interest at the total rate then applicable to
amounts left on deposit with us, but not less than 3%. If at any time applicable
state law requires a higher rate of interest, such rate will be credited.
Payment of a lump-sum benefit or a transfer from an investment account may be
delayed to the extent permitted or required under the federal Investment Company
Act of 1940, or any other applicable federal or state law.

         PART H: TRANSFERS OF ANNUITY INCOME and SWITCHES BETWEEN INCOME
                                 CHANGE METHODS

55. Transfers from the Investment Accounts. You may exchange some or all of your
annuity units payable from one investment account for annuity units payable from
another investment account then offering unit-annuities under the same income
change method or to the fixed account for future income. Transfers from each
income change method within each investment account cannot be made more
frequently than once per calendar quarter, and must consist of a periodic
payment of at least $100 or the entire payment.

56. Transfers from the Fixed Account. You may transfer the actuarial present
value of some or all of your future guaranteed annuity income in the fixed
account to obtain variable income from any investment account that is
equity-based as listed on page 4, under one of the two methods described below.
Transfers from the fixed account cannot be made more frequently than once per
calendar year, and must consist of a periodic payment of at least $100 or the
entire payment. Any income that has been transferred as described in this
section may subsequently be transferred

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among any of the equity-based investment accounts, but may not be transferred
back to the fixed account, and may not be transferred to any investment account
that is not equity-based.

The two transfer methods are:

     Lump sum transfer. You may transfer, in a lump sum, any percentage between
     1% and 20% of your future annuity income, subject to the $100 minimum as
     described above.

     Installment transfer. You may transfer all of your future annuity income
     over a period of five years. Each year the installment transfer will be
     equal to a percentage of your future annuity income as of the effective
     date of that year's transfer. In the first year the percentage will be 20%;
     in the second year the percentage will be 25%; in the third year the
     percentage will be 33-1/3%; in the fourth year the percentage will be 50%;
     and in the fifth year the percentage will be 100%.

          You may at any time cancel all transfers under this method that are
     due after the business day we receive your request to cancel in a form
     acceptable to us. If you die before an installment transfer is completed,
     we will cancel any remaining transfers that are due after the date we
     receive due proof of your death.

57. No Change in Income Choices. The annuitant, second annuitant, income option,
and remaining guaranteed period of payments can not change as a result of a
transfer of annuity income. For a transfer between investment accounts, the
income change method for unit-annuity payments will not change as a result of a
transfer.

58. Effective Date of a Transfer of Annuity Income. You begin to participate in
an account to which you transfer as of the end of the effective date of the
transfer. The effective date of a transfer will be the end of the business day
in which we receive your request in a form acceptable to us. Transfers to the
fixed account will be applied to the fixed account at the beginning of the day
following the day the funds are withdrawn from an investment account.

     You may defer the effective date until any valuation day following the day
on which the above requirements are met. You cannot revoke any transfer after
its effective date.

     For transfers from the fixed account under the installment transfer method,
the effective date of transfers subsequent to the first will be the anniversary
of the first transfer, or on the following business day if the anniversary is
not a business day.

59. Date of Change in Payments After a Transfer. Your payments will change when
annuity units are revalued on the next appropriate payment valuation date that
is on or after the transfer's effective date.

     Thus, if you transfer annuity units payable under the annual income change
method between two investment accounts, your unit-annuity payments will change
when your unit-annuity payment is revalued on the following payment valuation
date for the annual income change method (currently March 31 for unit-annuity
payments due on and after the following May 1).

     If you transfer annuity units payable under the monthly income change
method between two investment accounts, or if you transfer annuity units payable
under either income change method either from or to the fixed account, your
payments will change following the next payment valuation date for the monthly
income change method (currently the twentieth day of each month, or the prior
business day if the twentieth is not a business day).

60. Change in Number of Annuity Units Payable After a Transfer from an
Investment Account. The number of annuity units payable under an income change
method from an

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investment account under your contract will be reduced by the number of annuity
units you transfer out of that income change method under that investment
account. The number of annuity units payable under an income change method from
an investment account under your contract will be increased by any transfers you
make to that income change method under that account.

61. Change in Fixed Account Payments After a Transfer. If you transfer future
annuity income into the fixed account, the resulting additional amount of income
payable from the fixed account will be determined as of the effective date of
the transfer by:

     A)   the rates specified in the rate schedule;
     B)   the age of the annuitant, if he or she is alive;
     C)   the age of the second annuitant, if he or she is alive;
     D)   the income option in effect and the remaining guaranteed period, if
          any; and
     E)   the frequency of payment.

If you transfer future annuity income out of the fixed account, the amount of
income payable from the fixed account will be reduced by the benefits
transferred.

62. The Actuarial Present Value of future annuity payments as of any valuation
day is determined using:

     A)   the amount of the guaranteed annuity payments;
     B)   the interest rates and mortality tables that were used to determine
          the amount of the guaranteed annuity payments;
     C)   the ages of the annuitants, if they are alive;
     D)   the remaining guaranteed period (if any), and the income option under
          which benefits are being paid; and
     E)   the frequency of payment.

63. Switching Between Income Change Methods. A switch between income change
methods is the exchange of annuity units payable under one income change method
from an investment account, for annuity units payable under the other income
change method from the same investment account. You may switch annuity units
payable under this contract from one income change method to the other income
change method under the same investment account, if both income change methods
are then offered in that account.

64. Effective Date of a Switch in Income Change Methods. All switches between
income change methods will be effective on the payment valuation date for the
annual income change method, currently March 31. We must receive, in a form
acceptable to us, your request for a switch on or before the end of the payment
valuation date (or the last business day before the payment valuation date if it
isn't a business day) in order for the switch to be effective on that date. You
cannot revoke a switch after its effective date, but you can switch back to the
original method on a subsequent payment valuation date for the annual income
change method (currently March 31), unless prohibited as described in section
67.

     You begin to participate in the experience of the investment account under
the income change method to which you switch annuity units as of the end of the
effective date of the switch. Your unit-annuity payments will change when they
are revalued on the next payment valuation date that is on or after the
effective date of the switch. Thus, if you switch on a March 31 (the current
effective date for all switches), your April 1 payment (if any) will not change
due to the

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switch. Your May 1 payment (if any) will reflect the annuity units payable under
each income change method after the switch.

65. Change in Number of Annuity Units Payable After a Switch in Income Change
Methods. The number of annuity units payable under an income change method from
an investment account under your contract will be reduced by the number of
annuity units you switch out of that income change method under that investment
account. The number of annuity units payable under an income change method from
an investment account under your contract will be increased by any switch you
make to that income change method under that investment account.

                           PART I: GENERAL PROVISIONS

66. Insulation of Separate Account. TIAA-CREF Life owns the assets in separate
account TIAA-CREF Life VA-1. To the extent permitted by law, the assets of the
separate account will not be charged with liabilities arising out of any other
business TIAA-CREF Life may conduct. All income, gains and losses, whether or
not realized, of an investment account of the separate account will be credited
to or charged against only that investment account without regard to TIAA-CREF
Life's other income, gains or losses.

67. Addition or Deletion of an Investment Account, Unit Annuities from an
Investment Account, or Income Change Method for Unit Annuities from an
Investment Account. We may, as permitted by applicable law, add, combine, or
delete investment accounts within the separate account. If you own accumulation
units in an investment account that is deleted, you must transfer them to any
other available investment account or to the fixed account.

     We can add, delete or stop providing unit-annuities in any investment
account. We can also start or stop providing unit-annuities payable under either
the annual or monthly income change method from any current or future investment
account. If you have annuity units payable from an investment account that is
deleted or in which we stop providing unit-annuities, you must transfer them to
another investment account that maintains annuity units or to the fixed account.

     If you have annuity units payable under an income change method from an
investment account and we stop providing that income change method, you must:

     A)   switch those annuity units to the other income change method in the
          same investment account;
     B)   transfer them to another investment account then offering the same
          income change method; or
     C)   transfer them to the fixed account.

If you do not tell us to transfer or switch your annuity units, we will switch
them to the other income change method in the same investment account.

     All elections and choices made in connection with an income option or
method of payment of the death benefit and in effect as of the date of transfer
will remain in effect.

     Any changes as described in this section will be effected only after
obtaining any approvals required by the New York Insurance Department.

68. Change or Substitution of Funds. We may, as permitted by applicable law,
change or substitute the fund(s) whose shares are held by the investment
account(s). Any such changes will be effected only after obtaining the approval
of the New York Insurance Department.


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69. Reports. At least once each year until the annuity starting date, we will
provide you with a report for the calendar year just ended. It will provide a
statement of the investments held in the separate account, and it will show the
value of your contract accumulation, the death benefit, your fixed account
accumulation, and for each investment account accumulation, the value of your
accumulation, the number of your accumulation units, and the value of one
accumulation unit.

70. No Loans. This contract does not provide for loans.

71. Assignment. You may assign this contract prior to the annuity starting date.
We assume no responsibility for the validity of any such assignment, nor will we
be charged with notice of any assignment unless it is in writing and has been
received by us. The rights of the owner, annuitant, any second annuitant, any
beneficiary and any other person to receive benefits under this contract will be
subject to the terms of any assignment. You should consult your tax advisor
before making any assignment of your contract.

     This contract may not be assigned on or after the annuity starting date.

72. Protection Against Claims of Creditors. The benefits and rights accruing to
you or any other person under this contract are exempt from the claims of
creditors or legal process to the fullest extent permitted by law.

73. Non-Forfeiture of Benefits. Any paid-up annuity, cash surrender or death
benefits payable under this contract will not be less than the minimum required
as of the date of issue by any applicable statute of the state or other
jurisdiction in which this contract was delivered.

74. Procedure for Elections and Changes. You have to make any choice or change
available under your contract in a form acceptable to us at our home office in
New York, NY. If you send us a notice changing your beneficiaries or other
persons named to receive payments, it will take effect as of the date it was
signed even if you then die before the notice actually reaches us. Any other
notice will take effect as of the date we receive it. If we take any action in
good faith before receiving the notice, we will not be subject to liability even
if our acts were contrary to what you told us in the notice.

75. Payment to an Estate, Guardian, Trustee, etc. TIAA-CREF Life won't be
responsible for the acts or neglects of any executor, trustee, guardian, or
other third party receiving payments under your contract. If you designate a
trustee of a trust as beneficiary, we are not obliged to ask about the terms of
the underlying trust or any will. If death benefits become payable to the
designated trustee of a testamentary trust, but:

     A)   no qualified trustee makes claim for the benefits within nine months
          after your death; or
     B)   evidence satisfactory to us is presented at any time within such
          nine-month period that no trustee can qualify to receive the benefits
          due,

payment will be made to the successor beneficiaries, if any are designated and
survive you; otherwise payment will be made to the executors or administrators
of the owner's estate.

     If benefits become payable to an inter-vivos trustee, but the trust is not
in effect or there is no qualified trustee, payment will be made to the
successor beneficiaries, if any are designated and survive you; otherwise
payment will be made to the executors or administrators of the owner's


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estate.

     Payment to any trustee or estate as provided for above shall fully satisfy
TIAA-CREF Life's payment obligations under this contract to the extent of such
payment.

76. Investment Company Act of 1940. The separate account is a unit-investment
trust which is a registered investment company under the Investment Company Act
of 1940. However, we may operate the separate account using any other form
permitted under the Act. Also, we may deregister the separate account under the
Act, subject to compliance with applicable law.

77. Service of Process upon TIAA-CREF Life. We will accept service of process in
any action or suit against us on this contract in any court of competent
jurisdiction in the United States or Puerto Rico provided such process is
properly made. We will also accept such process sent to us by registered mail if
the plaintiff is a resident of the state, district or territory in which the
action or suit is brought. This section does not waive any of our rights,
including the right to remove such action or suit to another court.

78. Benefits Based on Incorrect Age. If the amount of benefits is determined by
data as to a person's age that is incorrect, benefits will be recalculated on
the basis of the correct age. Any amounts underpaid by us on the basis of the
incorrect data will be paid at the time the correction is made. Any amounts
overpaid by us on the basis of the incorrect data will be charged against the
payments due after the correction is made. Any amounts so paid or charged will
include compound interest at the effective rate of 6% per year.

79. Proof of Survival. For any benefit that requires the owner, annuitant, any
second annuitant, any beneficiary and/or any other person named to receive
benefits be alive on the date any benefit payment is due under the terms of this
contract, we may require satisfactory proof that such person or persons are
alive. If this proof is not received after it has been requested in writing, we
will have the right to make reduced payments or to withhold payments entirely
until such proof is received. If under a two-life annuity we have overpaid
benefits because of a death of which we were not notified, subsequent payments
will be reduced or withheld until the amount of the overpayment, plus compound
interest at the rate of 6% per year, has been recovered.

80. Compliance with Laws and Regulations. We will administer the contract to
comply with all applicable laws and regulations pertaining to annuities and the
terms and conditions of the contract. You cannot elect any benefit or exercise
any right under your contract if the election of that benefit or exercise of
that right is prohibited under an applicable state or federal law or regulation.
We will withhold and forward to tax authorities any amounts required by law.

81. Right to Amend. We reserve the right to change this contract from time to
time in order to comply with applicable federal and state laws on annuities. If
we make such a change, we will do so for all contracts written on this form and
delivered in the same state this contract was delivered.

82. Correspondence and Requests for Benefits. No notice, application, form, or
request for benefits will be deemed to be received by us unless it is received
at our home office in New York, NY. All benefits are payable at our home office
in New York, NY. Any questions about your contract or inquiries about our
services should be directed to us at our home office address: TIAA-CREF Life,
730 Third Avenue, New York, NY 10017-3206.


- --------------------------------------------------------------------------------


TCL-1291.3                                                               Page 21
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
- --------------------------------------------------------------------------------


                              PART J: RATE SCHEDULE

83. Fixed Account. The annuity purchase rates applicable to the fixed account
accumulation under this contract will be computed on this basis:

     (1)  a deduction for any premium taxes incurred by us for your contract;
     (2)  interest at the effective annual rate of 2 1/2%; and
     (3)  mortality according to the Annuity 2000 Mortality Table (TIAA Merged
          Gender Mod E).

     We may pay income or death benefits that are higher than the benefit
amounts guaranteed by this rate schedule.

     We will compute any benefits provided by the portion of your fixed account
accumulation resulting from amounts applied to the fixed account on the basis
stated above, or, if it produces a larger payment, on the rate basis we use for
computing the amount of any nonqualified individual single premium immediate
annuity being offered when the payments start, after a deduction for any premium
taxes incurred by us for your contract when annuity payments commence.

     No surrender charge will be assessed against lump-sum benefit payments or
transfers from your fixed account accumulation.

     These rates cease to apply to any fixed account accumulations that you
transfer to any of the investment accounts.

84. Investment Accounts. The annuity purchase rates applicable to the investment
account accumulations under this contract will be computed on this basis:

     (1)  a deduction for any premium taxes incurred by us for your contract;
     (2)  an assumed net annual rate of investment return of 4%; and
     (3)  mortality according to the Annuity 2000 Mortality Table (TIAA Merged
          Gender Mod E).

     The assumed net annual rate of investment return of 4% applies to the first
payment made. Subsequent payment amounts may increase or decrease depending on
the net investment return of the investment accounts.

     No surrender charge will be assessed against lump-sum benefit payments or
transfers from your investment account accumulation.


- --------------------------------------------------------------------------------


TCL-1291.3                                                               Page 22
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
- --------------------------------------------------------------------------------


================================================================================
                           Fixed Account Payment Table

               Guaranteed Annual Amount of Income Benefits under a
                One-Life Annuity with Ten-Year Guaranteed Period
       Provided by $10,000 from your Fixed Account Accumulation (after any
         applicable premium taxes have been deducted) One-twelfth of the
                       amount shown is payable each month

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  Adjusted       Annual       Adjusted       Annual       Adjusted       Annual
  Age When     Amount of      Age When     Amount of      Age When     Amount of
  Payments      Monthly       Payments      Monthly       Payments      Monthly
   Begin        Benefit         Begin       Benefit         Begin       Benefit
                Payments                    Payments                    Payments
- --------------------------------------------------------------------------------
<S>             <C>              <C>        <C>              <C>        <C>
     40         $327.20          57         $388.60          74         $519.75
     41         $329.74          58         $393.81          75         $531.49
     42         $332.37          59         $399.25          76         $543.85
     43         $335.11          60         $404.93          77         $556.88
     44         $337.96          61         $410.86          78         $570.60
     45         $340.93          62         $417.06          79         $585.03
     46         $344.03          63         $423.54          80         $600.20
     47         $347.26          64         $430.32          81         $616.11
     48         $350.63          65         $437.42          82         $632.79
     49         $354.15          66         $444.86          83         $650.24
     50         $357.83          67         $452.67          84         $668.47
     51         $361.67          68         $460.86          85         $687.47
     52         $365.69          69         $469.47          86         $707.21
     53         $369.88          70         $478.52          87         $727.66
     54         $374.26          71         $488.04          88         $748.77
     55         $378.84          72         $498.06          89         $770.47
     56         $383.61          73         $508.62          90         $792.66
</TABLE>
- --------------------------------------------------------------------------------
The yearly payments shown above are those that result from the application of an
accumulation of $10,000 in the fixed account to the specified income option when
the annuitant has attained an adjusted age as shown, but has not passed the date
on which that adjusted age was attained by as much as one month. The annuitant's
adjusted age equals the annuitant's actual age minus three months for each
completed year between January 1, 2000 and the annuity starting date. All ages
used in computing benefits are calculated in completed years and months.
Payments beginning at ages other than those shown, and under other income
options, are computed on the basis stated in the rate schedule. For
accumulations other than $10,000, payments will be proportionate.
================================================================================


- --------------------------------------------------------------------------------


TCL-1291.3                                                               Page 23
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
- --------------------------------------------------------------------------------


================================================================================
                    Investment Account Initial Payment Table

                Initial Annual Amount of Income Benefits under a
                One-Life Annuity with Ten-Year Guaranteed Period
       Provided by $10,000 from an Investment Account Accumulation (after
                any applicable premium taxes have been deducted)
              One-twelfth of the amount shown is payable each month

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  Adjusted   Initial Annual   Adjusted   Initial Annual   Adjusted    Initial Annual
  Age When     Amount of      Age When     Amount of      Age When      Amount of
  Payments      Monthly       Payments      Monthly       Payments       Monthly
   Begin        Benefit         Begin       Benefit         Begin        Benefit
                Payments                    Payments                     Payments
- ------------------------------------------------------------------------------------
<S>             <C>              <C>        <C>              <C>         <C>
     40         $442.44          57         $496.64          74          $620.99
     41         $444.54          58         $501.44          75          $632.34
     42         $446.74          59         $506.47          76          $644.32
     43         $449.04          60         $511.75          77          $656.95
     44         $451.46          61         $517.27          78          $670.27
     45         $454.00          62         $523.06          79          $684.29
     46         $456.66          63         $529.14          80          $699.03
     47         $459.46          64         $535.51          81          $714.51
     48         $462.41          65         $542.21          82          $730.73
     49         $465.50          66         $549.25          83          $747.70
     50         $468.76          67         $556.65          84          $765.42
     51         $472.18          68         $564.45          85          $783.88
     52         $475.78          69         $572.66          86          $803.05
     53         $479.56          70         $581.31          87          $822.89
     54         $483.53          71         $590.44          88          $843.35
     55         $487.70          72         $600.08          89          $864.36
     56         $492.06          73         $610.25          90          $885.83
</TABLE>
- --------------------------------------------------------------------------------
The initial yearly payments shown above are those that result from the
application of an accumulation of $10,000 in an investment account to the
specified income option when the annuitant has attained an adjusted age as
shown, but has not passed the date on which that adjusted age was attained by as
much as one month. The annuitant's adjusted age equals the annuitant's actual
age minus three months for each completed year between January 1, 2000 and the
annuity starting date. All ages used in computing payments are calculated in
completed years and months. Initial payments at ages other than those shown, and
under other income options, are computed on the basis stated in the rate
schedule. For accumulations other than $10,000, initial payments will be
proportionate.

Payments subsequent to the initial payment are subject to change depending on
the investment performance of the fund underlying the investment account and the
income change method chosen.
================================================================================


- --------------------------------------------------------------------------------


TCL-1291.3                                                               Page 24
TIAA-CREF Life PAS                                                   Ed. 10-2000
<PAGE>


Your TIAA-CREF Life Personal Annuity Select Contract
- --------------------------------------------------------------------------------


                     INDEX OF IMPORTANT TERMS AND PROVISIONS

<TABLE>
<CAPTION>
                                      Section                                           Section
<S>                                    <C>        <C>                                     <C>
Accumulation............................28-36          Definition............................13
Accumulation Unit..........................32          Switching..........................63-65
     Number of.............................36          Addition or Deletion..................67
Actuarial Present Value....................62     Income Options.............................43
Additional amounts.........................30     Investment Account.........................14
Annuitant...................................1          Addition or Deletion..................67
Annuity Starting Date.......................2          Change or Substitution of Funds.......68
Annuity Unit............................39-40          Equity-based..........................56
     Definition.............................3     Investment Company Act of 1940.............76
Assignment.................................71     Laws and Regulations - Compliance with.....80
Beneficiary.................................4     Loans - Not available......................70
     Transfer and Switch Rights............52     Lump-sum Benefit........................53-54
Benefits Based on Incorrect Age............78          Definition............................15
Business Day................................5     Net Investment Factor......................33
Claims of Creditors........................72     Non-Forfeiture of Benefits.................73
Commuted Value..............................6     Owner......................................16
Contract................................23-24     Payment to an Estate, Trustee, etc.........75
Correspondence with Us.....................82     Premiums................................25-27
Death Benefit...........................45-52     Proof of Survival..........................79
     Definition.............................7     Rate Schedule...........................83-84
     Naming Your Beneficiary................4          Definition............................17
     Number of Annuity Units...............49     Report of Accumulation.....................69
     Payee..................................8     Right to Amend.............................81
Distributions Required on Death of Owner          Second Annuitant...........................18
     After the Annuity Starting Date.......44     Separate Account...........................19
     Before the Annuity Starting Date......51          Charge................................35
Elections and Changes - Procedure..........74          Insulation of.........................66
Fixed Account...............................9     Service of Process upon TIAA-CREF Life.....77
Fund.......................................10     Transfer...................................20
     Change................................68          Accumulations......................53-54
General Account............................11          Annuity Income.....................55-62
Gross Investment Factor....................34     Unit-Annuity...............................21
Income Benefit..........................37-44          Addition or Deletion..................67
     Definition............................12     Valuation Day..............................22
Income Change Method.......................41
</TABLE>


             Nonqualified Flexible Premium Limited Deferred Annuity
              Fixed and Variable Accumulations and Income Benefits

- --------------------------------------------------------------------------------


TCL-1291.3                                                               Page 25
TIAA-CREF Life PAS                                                   Ed. 10-2000




                                Personal Annuity
                                ----------------
                                     SELECT
                                ----------------

                                   Application

                   for a Personal Annuity Select(TM) Contract

                            Included in this packet:

                            o Your Application

                            o Exchange of Annuity
                              Contracts Form

                            o Electronic Funds Transfer
                              Authorization Form

                                [TIAA-CREF LOGO]

   TIAA-CREF Life Insurance Company issues Personal Annuity Select contracts.
<PAGE>

        Instructions: Application for a Personal Annuity Select Contract

- --------------------------------------------------------------------------------
1. Annuitant
   Information

      The Annuitant is the person on whose life the amount and duration of the
Contract's Income Benefits are based. Once the Contract is issued, the Annuitant
may not be changed. Personal Annuity Select Contracts may be issued before age
88.

      Only the Owner may exercise the rights given by the Contract. The Owner of
the Contract may be a person different from the Annuitant. If the Annuitant is
not the Owner, please complete Section 2 of this application.

      Please complete all information.

- --------------------------------------------------------------------------------
2. Owner
   Information

      Please complete this section only if the Annuitant is not the Owner. The
Owner may exercise every right given by the Contract without the consent of any
other person, including receiving the Income Benefits, naming the Beneficiary,
and surrendering the Contract for cash. A change of ownership may cause tax to
become due.

      A trust may be named as the Owner if it acts as an agent for a natural
person. If the trust is the Owner, the Trust may not exercise any of our
electronic transactions (i.e., Inter/ACT and Automated Telephone Service). All
transactions by the Trust must be in writing. Enter the trust's name in the
"Owner" section. Enter the tax ID number in the Social Security space and enter
the trustee's address in the permanent residence space. A copy of the trust
agreement must be included with this application. Foreign trusts cannot own this
Contract.

- --------------------------------------------------------------------------------
3. Other
   Contracts

      If the annuity being applied for will replace an existing life insurance
or annuity contract, please indicate the company and policy number. If you are
transferring funds from another company's annuity, please call us toll free at 1
800 223-1200; we'll be happy to help you. The transfer may be subject to income
tax if you do not comply with IRS requirements. You should also contact the
other insurance company for information regarding transferring funds from your
annuity.

- --------------------------------------------------------------------------------
4. Annuity
   Starting Date

      The Annuity Starting Date is the date you plan to begin receiving Income
Benefits. This date may not be earlier than 14 months after the Annuity Contract
issue date, and it may not be later than the first day of the month of the
Annuitant's 90th birthday. Benefits are payable on the first day of the month.
You may change this date any time before Income Benefit payments begin.

- --------------------------------------------------------------------------------
5. Designation
   of Beneficiary

      If the Annuitant dies before Income Benefit payments begin, the Death
Benefit will be paid to you (the Owner). If you (the Owner) die before Income
Benefit payments begin, the Death Benefit will be paid to the Beneficiary(ies)
you have named. For example, a married person with children might name a spouse
as Primary Beneficiary and the children as Contingent Beneficiaries. If the
Primary Beneficiary is the Owner's spouse, the spouse may elect to become the
successor Owner and continue the Contract. If no Primary Beneficiary is alive at
the time of your death, the Death Benefit will be paid to the Contingent
Beneficiary(ies) you have named. If no Contingent Beneficiary is alive, or you
have not named a Beneficiary, the Death Benefit will be paid to your estate.
Unless you tell us otherwise, "children" means your offspring from all of your
marriages and any persons you have legally adopted.

- --------------------------------------------------------------------------------
6. Initial
   Premium

      Your first premium must be at least $250, or $25 using Electronic Funds
Transfer (EFT) service. Premium allocations must be in whole percentages and
total 100 percent. Please make your check payable to TIAA-CREF Life Insurance
Company.

      Future premiums must be at least $25 and will be allocated between the
fixed and variable accounts in the same proportion (to the nearest whole number
percentages) as your initial premium. You can remit additional premiums and
change your allocation percentages at any time.

      (Please refer to the back of the application for specific premium
allocation instructions.)

- --------------------------------------------------------------------------------

If you would like assistance in completing this application, or if you have
questions about naming the Annuitant, Owner, or Beneficiaries, please call us
toll free at 1 800 223-1200, weekdays between 8:00 a.m. and 11:00 p.m., Eastern
Time.
<PAGE>

[TIAA-CREF LOGO] TIAA-CREF Life Insurance Company
                 730 Third Avenue                  Exchange of Annuity Contracts
                 New York, NY 10017-3206           Under IRC Section 1035

- --------------------------------------------------------------------------------

Contract No: _________________________  Owner: _________________________________

Contract Enclosed |_| Contract Lost |_| Owner's SS or ID#: _____________________

Contract Issued by: __________________  Annuitant/Insured:

Address of Issuer: ___________________  ________________________________________

                   ___________________  Approximate Amount: ____________________

Telephone No. of Issuer: _______________                        (Minimum $250)

|_|   Please check if you are transferring an insurance contract.
      Please note: TIAA-CREF Life contracts cannot be owned by two people or
      have two annuitants.

1.    I/We, the owner of the captioned contract, wish to exchange it for a
      Personal Annuity Select on the same life and having the same owner as the
      captioned contract, for which I/We have submitted an application to
      TIAA-CREF Life.

2.    I/We hereby assign and transfer all right, title, and interest in the
      captioned contract to TIAA-CREF Life.

3.    I/We intend this assignment to be part of an exchange of insurance
      policies under Internal Revenue Code Section 1035. The undersigned is
      aware that TIAA-CREF Life intends to surrender this contract for its cash
      value, (no portion of which shall be received actively or constructively
      by me) and to issue the new Personal Annuity Select in exchange therefor.

4.    This form is being furnished to me for my convenience and at my request
      and TIAA-CREF Life assumes no liability or responsibility and makes no
      representations as to the validity or effectiveness of this exchange under
      Section 1035 or otherwise.

5.    I/We represent and warrant that no person, firm, or corporation has an
      interest in the captioned contract except the undersigned, and that no
      proceedings of either a legal or equitable nature are pending which might
      affect the said contract.

6.    I/We understand and agree that in the event the new Personal Annuity
      Select is returned under the "free look" provision, TIAA-CREF Life shall
      be discharged of all further liability to Me/Us in connection with this
      transaction. If the exchange of contracts is not completed within a
      reasonable time, TIAA-CREF Life will assign the contract back to the
      owner, unless TIAA-CREF Life has already submitted the contract for
      surrender, and in that event, the amount received by TIAA-CREF Life shall
      be paid over in full to Me/Us when received.

7.    I/We represent that a photographic copy of this original assignment shall
      be as valid as the original.

8.    We acknowledge that this assignment is not effective unless and until
      accepted by TIAA-CREF Life and such acceptance is recorded at the end of
      this form.

______________________________________  All other parties, if any, having an
       (Owner)           (Date)         interest in ownership of the captioned
                                        contract must sign. (e.g., all
                                        assignees, irrevocable beneficiaries,
                                        etc.)

                                        ________________________________________
                                              (Signature)       (Interest)

                                        ________________________________________
                                              (Signature)       (Interest)

                                        ________________________________________
                                              (Signature)       (Interest)

TIAA-CREF Life hereby accepts the Assignment of the above-referenced contract on
this ____ day of ________, 20__.

By: ______________________________      Title: _________________________________

                   Teachers Personal Investors Services, Inc.

                                                                       2000Q.EXC
<PAGE>

                                  Free Service
                         Electronic Funds Transfer (EFT)

  The easy, convenient way to add premiums to your Personal Annuity Select.(TM)

IT'S EASY.

With this convenient service, you can open a Personal Annuity Select contract
for as little as $25. From then on, you can add to your annuity whenever you
wish, as long as your contributions are at least $25 each. It's easy; just send
us a check for the initial payment.

SAVE TIME.

You'll save time when you use EFT -- no checks to write, nothing to mail.

SAVE ON COSTS.

You'll save on costs when you use EFT -- no check fees, no stamps. Plus, this
service is free of charge.

IT'S AUTOMATIC.

After we receive your completed Authorization Form, your request will be
processed within two weeks. Then on each date you've designated, the funds
you've indicated will be automatically deducted from your checking or savings
account and electronically transferred to your Personal Annuity Select contract.

IT'S CONVENIENT.

If you have chosen a variable account, using EFT to add premiums to your annuity
contract may allow you to take advantage of dollar cost averaging. With this
investment strategy, you add premiums at fixed intervals regardless of
fluctuations in price.

In a fluctuating stock market, dollar cost averaging means that with the same
amount of money you'll be able to purchase more shares when prices are low and
fewer shares when prices are high. Over time, this strategy should make your
investment dollars go further by reducing the average amount you'll pay per
share. (Dollar cost averaging does not assure a profit, nor does it protect
against a loss in declining markets.)

SIGN UP TODAY! IT'S SIMPLE.

To begin using our free Electronic Funds Transfer service:

1.    Complete the attached Authorization Form below.

2.    Attach a voided check or savings deposit slip for the account from which
      you want your funds transferred.

3.    Mail both to TIAA-CREF Life in the enclosed return envelope.

   TIAA-CREF Life Insurance Company issues Personal Annuity Select contracts.

Detach here
- --------------------------------------------------------------------------------

     Authorization for Personal Annuity Select(TM) Electronic Funds Transfer

|_|Yes, I direct TIAA-CREF Life to debit my bank account by means of electronic
funds transfer for the Personal Annuity Select contract and amount indicated
below. I understand I must notify TIAA-CREF Life if I wish to cancel this
service.

Name ___________________________________________________________________________

Address ________________________________________________________________________

City ___________________________________________________________________________

State ___________________________________________    Zip _______________________

Signature

X _______________________________________________    Date ______________________

RETURN THIS FORM WITH YOUR INITIAL PAYMENT AND VOIDED CHECK OR SAVINGS DEPOSIT
SLIP IN THE ENCLOSED RETURN ENVELOPE.

Policy # ________________________________________    Amount $ __________________

Frequency:* |_| Twice a month (1st & 15th)  |_| Once a month (1st or 15th)
            |_| Quarterly (1st of each quarter)

Name of Bank ___________________________________________________________________

Address of Bank ________________________________________________________________

Telephone Number of Bank _______________________________________________________

Type of Account |_| Checking |_| Savings

Account # ______________________________________________________________________

Bank Transit No.** _____________________________________________________________

*     If the 1st or the 15th fall on a nonbusiness day, the amount will be
      deducted on the next available business day.
**    Refer to the bottom of your personalized check for the 9-digit number, or
      enclose your savings deposit slip.

                                                                       2000Q.EFT
<PAGE>

                                   Questions?

Our Planning and Service Center is open Monday through Friday between 8:00 a.m.
and 11:00 p.m., Eastern Time. Please call toll free if you have questions or
would like assistance: 1 800 223-1200.

PLEASE NOTE: If you currently use Payroll Deduction for your personal annuity,
please call 1 800 223-1200 for more information before completing and mailing
your Authorization.

For more complete information About the variable investment choices of TIAA-CREF
Life's Personal Annuity Select, including charges and expenses, please call toll
free 1 800 223-1200 for prospectuses. Please read the prospectuses carefully
before you invest or send money.

The variable portion of the Personal Annuity Select contract is distributed by
Teachers Personal Investors Services, Inc., an indirect, wholly owned subsidiary
of Teachers Insurance and Annuity Association.

[TIAA-CREF LOGO] 730 Third Avenue
                 New York, NY 10017-3206

A10246  [RECYCLED LOGO] printed on recycled paper  (C) 2000 TIAA-CREF  2000Q.EFT
<PAGE>

[TIAA-CREF LOGO] TIAA-CREF Life Insurance Company
                 730 Third Avenue
                 New York, NY 10017-3206

Application for a
Personal Annuity Select Contract
Please print in INK and provide all information requested.                     N

- --------------------------------------------------------------------------------
1. Annuitant
   Information

Annuitant's Full Name (Mr./Mrs./Ms./Dr.) _______________________________________

Soc. Sec. # __________________________  Date of Birth __/__/__  Sex: |_| M |_| F

Daytime Telephone ____________________  Evening Telephone ______________________

Permanent Residence ____________________________________________________________

___________________________________________ State ______________ Zip ___________

Are you or your spouse currently or formerly employed by:

|_| College, university or other nonprofit education or research institution
    |_| K-12 |_| Other

Occupation _____________________________________________________________________

Name and Address of Employer ___________________________________________________

Are you a member of a professional association? |_| Yes |_| No

If yes, please indicate association's name _____________________________________

- --------------------------------------------------------------------------------
2. Owner
   Information
   (Complete only if
   the Annuitant is not
   the Owner.)

Owner's Full Name (Mr./Mrs./Ms./Dr.) ___________________________________________

Soc. Sec. # __________________________  Date of Birth __/__/__  Sex: |_| M |_| F

Daytime Telephone ____________________  Evening Telephone ______________________

Permanent Residence ____________________________________________________________

___________________________________________ State ______________ Zip ___________

Are you or your spouse currently or formerly employed by:

|_| College, university or other nonprofit education or research institution
    |_| K-12 |_| Other

Occupation _____________________________________________________________________

Name and Address of Employer ___________________________________________________

Are you a member of a professional association? |_| Yes |_| No

If yes, please indicate association's name _____________________________________

- --------------------------------------------------------------------------------
3. Other
   Contracts

Will this contract replace or change a life insurance or annuity contract with
another company?
|_| Yes

If yes, Company ______________________  Contract Number ________________________

                |_| Life Insurance Policy OR |_| Annuity Contract

- --------------------------------------------------------------------------------
4. Annuity Starting
   Date

First day of (the Month) ____ (in Year) ____, OR at the Annuitant's age ____

- --------------------------------------------------------------------------------
5. Designation
   of Beneficiary

<TABLE>
<CAPTION>
Name and Address of                     Relationship to     Date of Birth    Social Security #
Primary Beneficiary(ies) (Class I)      Owner
<S>                                     <C>                 <C>              <C>

- ----------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------

<CAPTION>
Name and Address of                     Relationship to     Date of Birth    Social Security #
Contingent Beneficiary(ies) (Class II)  Owner
<S>                                     <C>                 <C>              <C>

- ----------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------
</TABLE>

The right to change beneficiaries is reserved to me unless TIAA-CREF Life is
notified otherwise. Note: If no primary beneficiary (Class I) is living at time
of insured's death, benefits are payable to the contingent beneficiary (Class
II). If a class includes more than one person, the benefits are divided equally
among the living beneficiaries of the class.
- --------------------------------------------------------------------------------

            Please remember to complete the reverse side, as well as
                         sign and date the application.


1291.1.APP.03C                                                          Ed 10-99
<PAGE>

================================================================================

For residents of GA, ID, LA, MA, MI, MO, NE, NC, NJ, NV, OK, RI, SC, TX, UT, WA,
                 or WV, please read the following information:

If you live in one of these states, the amount you may allocate to the variable
accounts is limited to $10,000 during the initial cancellation (free-look)
period. If you allocate more than $10,000 to the variable accounts, your
Application is considered incomplete. We will attempt to contact you to
ascertain whether you would like us to return the amount in excess of $10,000 or
otherwise allocate it to the Fixed Account. If we have not received alternative
instructions from you within five business days of receiving your incomplete
application, we will return your initial premium.

Here is an example of how to determine the maximum percentage of your initial
premium you may allocate to the variable accounts. Assume your initial premium
is $15,000. $10,000 divided by $15,000 gives you 66.67%. Thus, 66% is the
maximum whole number percentage you may allocate to the variable accounts. To
allocate the maximum percentage of your initial premium to the variable
accounts, you would specify that 66% be allocated among the variable accounts
and 34% to the Fixed Account.

Here is how your initial premium might be allocated:

Fixed: $15,000 x .34 = $5,100           Growth & Income: $15,000 x .33 = $4,950
Stock Index: $15,000 x .33 = $4,950

            (Total allocation to all the variable accounts cannot be
                           more than a total of 66%.)

After the cancellation period expires, you may transfer any amount or allocate
any percentage of future premiums to the variable accounts.

================================================================================

[GRAPHIC OMITTED]

6. Initial Premium. Please indicate your initial premium submitted with this
application: $_________________. Please allocate your premium, in whole
percentages, to either the fixed and/or the variable accounts.

<TABLE>
<S>            <C>            <C>             <C>               <C>             <C>
               Stock          Growth          Growth            International   Social Choice
Fixed:______%  Index:______%  Equity:______%  & Income:______%  Equity:______%  Equity:______%
</TABLE>

Every Contract has an initial cancellation (free-look) period (between 10 and 45
days). If you live in one of the states listed above, the cancellation period
will be the minimum allowed by state law (between 10 and 31 days), and we will
refund your premium if you cancel the Contract before the end of the
cancellation period. If you live in any other state (or D.C.), we will refund
the value of your Contract as of the day of cancellation, which is the day you
mail or deliver your request to us for cancellation.

                              IMPORTANT INFORMATION

The annuity applied for will not take effect unless and until, during the
lifetimes of the proposed Annuitant and Owner, TIAA-CREF Life has received the
initial premium and has approved this Application. If the Annuitant is not the
Owner, the Annuitant consents to this Application for an annuity based on his or
her life. The Owner (not the Annuitant) controls the Contract. Subject to any
transfer or assignment of rights, the Owner may exercise every right given by
the Contract without the consent of any other person. This Contract has no
provision for loans. Accumulations in the variable accounts vary in that
principal and returns may increase or decrease, depending on investment results.
Investment results in the variable accounts are not guaranteed.

I have received a current prospectus for the variable component of the Personal
Annuity Select Contract and a current prospectus for the TIAA-CREF Life Funds,
and have read and understand all provisions of this application.

For your protection, some states require a warning against fraud to appear on
this form. These states, including Arkansas, Colorado, District of Columbia,
Florida, Kentucky, Louisiana, Maine, New Jersey, New Mexico, Ohio, and
Pennsylvania, require a warning substantially similar to the following warning.

People who file applications for insurance or statements of claim commit a
fraudulent insurance act if they:

      o     knowingly do so with intent to injure, defraud, or deceive any
            insurance company or another person; and/or

      o     knowingly include in their application or statement of claim any
            materially false or misleading information; and/or

      o     knowingly conceal information for the purpose of misleading
            concerning any fact material to the application or claim.

A fraudulent insurance act is a crime, and penalties may include imprisonment,
fines, denial of insurance, and civil damages.

Colorado residents, please note: Any insurance company or any agent of an
insurance company who knowingly provides false, incomplete, or misleading facts
or information to a policyholder or to a claimant for the purpose of defrauding
or attempting to defraud the policyholder or the claimant with regard to a
settlement or award payable from the insurance proceeds shall be reported to the
Colorado Division of Insurance within the Department of Regulatory Agencies.

================================================================================
Under penalties of perjury, I certify that the taxpayer identification number
shown on this form is my correct social security number, and I am not subject to
backup withholding because I am exempt from backup withholding. The Internal
Revenue Service does not require your consent to any provision of this document
other than certifications required to avoid backup withholding.
================================================================================

[GRAPHIC OMITTED]

- --------------------------------------------------------------------------------
Signature of Annuitant                               Date

- --------------------------------------------------------------------------------
Signature of Owner (if other than the Annuitant)     Date

If you would like to receive the Statements of Additional Information, which
supplement the prospectuses for the variable component of the Personal Annuity
Select Contract and the TIAA-CREF Life Funds, check here: |_|

The variable component of the Personal Annuity Select Contract and the TIAA-CREF
Life Funds are distributed by Teachers Personal Investors Services, Inc.

                                                                       2000Q.XFA
(C) 1999 TIAA-CREF Life Insurance Company                                  TIPIA




[TIAA-CREF LOGO]
Teachers Insurance and Annuity Association
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017-3206


                                  March 23,2000

Board of Directors
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York  10017-3206

Ladies and Gentlemen:

     This opinion is furnished in connection with the filing by TIAA-CREF Life
Separate Account VA-1 (the "Separate Account") of Post-Effective Amendment No. 3
to the Registration Statement (File Nos. 333-61761 and 811-08963) on Form N-4
under the Securities Act of 1933 for certain individual variable annuity
contracts (the "Contracts") offered and funded by the Separate Account. The
Registration Statement covers an indefinite amount of securities in the form of
interests in the Contracts.

     I have examined the Charter, Bylaws and other corporate records of
TIAA-CREF Life Insurance Company ("TIAA-CREF Life"), the Plan of Operations and
other organizational records of the Separate Account, and the relevant statutes
and regulations of the State of New York. On the basis of such examination, it
is my opinion that:

     1.   TIAA-CREF Life Insurance Company is a stock life insurance company
          duly organized and validly existing under the laws of the State of New
          York.

     2.   The Separate Account is a "separate account" of TIAA-CREF Life within
          the meaning of Section 4240 of the New York Insurance Law, duly
          established by a resolution of TIAA-CREF Life's Board of Directors and
          validly existing under the laws of the State of New York.

     3.   To the extent New York State law governs, the Contracts have been duly
          authorized by TIAA-CREF Life and, when issued as contemplated by the
          Registration Statement, will constitute legal, validly issued and
          binding obligations of TIAA- CREF Life enforceable in accordance with
          their terms.
<PAGE>


     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and to the reference to my name under the heading "Legal
Matters" in the Statement of Additional Information.

                                                  Sincerely,


                                                  /s/ Charles H. Stamm

                                                  Charles H. Stamm
                                                  Executive Vice President
                                                  and General Counsel





                         Sutherland Asbill & Brennan LLP
                  Atlanta Austin New York Tallahasee Washington

1275 Pennsylvania Avenue, N.W.                               Tel: (202) 383-0100
Washington, D.C.  20004-2415                                 Fax: (202) 637-3593

     STEVEN B. BOEHM
DIRECT LINE: (202) 383-0176
Internet: [email protected]


                                 March 23, 2000


The Board of Directors
TIAA-CREF Life Insurance Company
730 Third Avenue
New York, New York  10017-3206

             Re:  TIAA-CREF Life Insurance Company
                  Registration Statement on Form N-4
                  File Nos. 333-61761 and 811-08963

Ladies and Gentlemen:

     We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as a part of
Post-Effective Amendment No. 3 to the above-referenced registration statement on
Form N-4. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.

                                      Sincerely,

                                      SUTHERLAND ASBILL & BRENNAN LLP

                                  By: /s/ Steven B. Boehm
                                      -------------------
                                      Steven B. Boehm





                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Condensed Financial
Information" and "Experts" and to the use of our report dated February 4, 2000
on the Stock Index Account of TIAA-CREF Separate Account VA-1 and our report
dated March 21, 2000 on the Growth Equity, Growth & Income, International Equity
and Social Choice Equity Accounts of TIAA-CREF Life Separate Account VA-1
included in this Registration Statement on Form N-4 (No. 333-61761) of TIAA-CREF
Life Separate Account VA-1.

We also consent to the use of our report on TIAA-CREF Life Insurance Company
("TIAA-CREF Life") dated March 16, 2000 included in this Registration Statement.
Such report expresses our opinion that TIAA-CREF Life's statutory-basis
financial statements present fairly, in all material respects, the financial
position of TIAA-CREF Life at December 31, 1999 and December 31, 1998,
respectively, and the results of its operations and cash flows for each of the
three years in the period ended December 31, 1999 in conformity with statutory
accounting practices prescribed or permitted by the New York State Insurance
Department and not in conformity with generally accepted accounting principles.


                                            /s/ ERNST & YOUNG LLP

New York, New York
March 21, 2000





                                                                INTEROFFICE MEMO
          ----------------------------------------------------------------------


[tiaa-cref logo]

To:       TIAA-CREF Life Separate Account VA-1

From:     TIAA-CREF Life Insurance Company

Date:     February 29, 2000

Re:       Initial Capital (Seed Money) Contribution for
          New Investment Accounts of
          TIAA-CREF Life Separate Account VA-1

     Set forth below are the procedures to be followed in connection with the
contribution of initial capital, or "seed money" by TIAA-CREF Life Insurance
Company to TIAA-CREF Life Separate Account VA-1 (the "Separate Account"), a
segregated account of TIAA-CREF Life.

     1. TIAA-CREF Life will invest in each of four new investment subaccounts of
the Separate Account (the "New Investment Accounts") the sum of $100,000.00 on
March 1, 2000 or as soon thereafter as practicable. The New Investment Accounts
are: the Growth Equity Account, the Growth & Income Account, the International
Equity Account, and the Social Choice Equity Account.

     2. In consideration for such investment and without deduction of any
charges, the Separate Account shall credit TIAA-CREF Life with such units, of
which TIAA-CREF Life shall be the owner, of the New Investment Accounts in such
amounts as shall be mutually agreed upon. Such shares will share pro rata in the
investment performance of the New Investment Accounts and shall be subject to
the same valuation procedures and the same periodic deductions as are other
units in that account. The value of such units on the day the initial investment
is made shall be $25.00.

     3. TIAA-CREF Life represents that the shares acquired under this Agreement
are being, and will be, acquired for investment (and not with a view to
distribution or resale to the public) and can be disposed of only by redemption.

     4. Units acquired under this Agreement will be held by TIAA-CREF Life for
its own account until redeemed by TIAA-CREF Life. Amounts will be redeemed at
prices equal to the accumulation unit value of units of each of the New
Investment Accounts next determined after the Separate Account receives
TIAA-CREF Life's proper notice of redemption.

     5. TIAA-CREF Life may purchase, and the Separate Account may issue,
additional units as the parties may agree.
<PAGE>


     6. These procedures are intended to comply with the applicable provisions
of the federal securities laws and the laws of the State of New York, and thus
should be construed and followed in a manner consistent with the requirements of
those laws.


                                     Page 2




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