TIAA REAL ESTATE ACCOUNT
424B3, 1996-03-01
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                                SUPPLEMENT NO. 2
                               dated March 1, 1996
                                to the Prospectus
                              dated October 2, 1995
                        for the TIAA Real Estate Account

        The following supplements the information set forth in Appendix A of the
Prospectus:

OFFICE BUILDINGS 

Southbank Business Park - Phoenix, Arizona 

        On February 27, 1996, the Real Estate Account purchased the fee interest
(i.e.,  ownership of underlying land and all buildings and other improvements on
the land) in a 122,609 square foot office/service building in Phoenix,  Arizona,
for a purchase  price of  approximately  $10.05  million.  The  property  is not
subject to a mortgage.

        The building,  completed in 1995, is located on approximately  9.9 acres
of land with 638 parking  spaces.  It is currently 100% occupied by four tenants
in the service industry, with rents averaging $8.77 per square foot. None of the
leases expire until the year 2000, when leases on 65% of the space expire; those
leases together represent total annual rent payments of approximately  $684,907.
Although the terms vary under each lease, most of the expenses for operating the
property are either borne or reimbursed by the tenants.

        The building is located  within the Southbank  Business Park adjacent to
the  Phoenix  Airport and is easily  accessible  from either side of the Phoenix
metropolitan  area. Phoenix has experienced  positive  population and employment
growth over the last 15 years.  Over 29% of its employment  base is comprised of
employees in the service industry.



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