TIAA REAL ESTATE ACCOUNT
10-Q, 1998-11-12
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 - Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT OF 1934 
For the quarterly period ended September 30, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  
For the transition period from ________________________ to _____________________

Commission File Numbers 33-92990, 333-13477 and 333-22809

                            TIAA REAL ESTATE ACCOUNT
             (Exact name of registrant as specified in its charter)

                                    NEW YORK
                         (State or other jurisdiction of
                         incorporation or organization)

                                 NOT APPLICABLE
                        (IRS Employer Identification No.)

                           C/O TEACHERS INSURANCE AND
                         ANNUITY ASSOCIATION OF AMERICA
                                730 THIRD AVENUE
                               NEW YORK, NEW YORK
                    (address of principal executive offices)

                                   10017-3206
                                   (Zip code)

                                 (212) 490-9000
               (Registrant's telephone number including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

      Yes [X]                      No [ ]
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS.

              INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                         OF THE TIAA REAL ESTATE ACCOUNT
                               September 30, 1998

                                                                            Page
                                                                            ----

   Consolidated Statements of Assets and Liabilities......................   3
                                                                 
   Consolidated Statements of Operations..................................   4
                                                                 
   Consolidated Statements of Changes in Net Assets.......................   5
                                                                 
   Consolidated Statements of Cash Flows..................................   6
                                                                 
   Notes to Consolidated Financial Statements.............................   7
                                                                 
   Consolidated Statement of Investments..................................  12


                                        2
<PAGE>


                            TIAA REAL ESTATE ACCOUNT
                CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
                                                                September 30,       December 31,  
                                                                    1998                1997     
                                                                --------------      ------------
                                                                 (Unaudited)
<S>                                                             <C>                 <C>         
ASSETS

 Investments, at value:
 Real estate properties
  (cost: $604,241,994 and $510,096,015) ...................     $  644,366,431      $521,284,091
 Marketable securities
  (cost: $430,119,544 and $270,910,952 ....................        421,674,242       280,002,042

 Cash .....................................................              6,555           407,598

 Other ....................................................         14,235,675        14,067,094
                                                                --------------      ------------
                                               TOTAL ASSETS      1,080,282,903       815,760,825
                                                                --------------      ------------

LIABILITIES

 Payable for securities transactions ......................                 --            10,463

 Accrued real estate property level expenses and taxes ....         10,692,179        10,343,593

 Security deposits held ...................................          1,601,973         1,305,958
                                                                --------------      ------------
                                         TOTAL LIABILITIES          12,294,152        11,660,014
                                                                --------------      ------------

MINORITY INTEREST .........................................         19,637,742        18,282,096
                                                                --------------      ------------

NET ASSETS

 Accumulation Fund ........................................      1,022,468,547       772,059,676

 Annuity Fund .............................................         25,882,462        13,759,039
                                                                --------------      ------------
                                           TOTAL NET ASSETS     $1,048,351,009      $785,818,715
                                                                ==============      ============

NUMBER OF ACCUMULATION UNITS OUTSTANDING--Notes 6 and 7 ...          7,867,999         6,313,015
                                                                ==============      ============
NET ASSET VALUE,  PER ACCUMULATION UNIT--Note 6 ...........     $       129.95      $     122.30
                                                                ==============      ============
</TABLE>

                See notes to consolidated financial statements.


                                       3
<PAGE>


                            TIAA REAL ESTATE ACCOUNT
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended               Nine Months Ended
                                                                               September 30,                   September 30,
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>         
INVESTMENT INCOME

  Real estate income, net:

    Rental income ..................................................   $20,564,416     $13,625,915     $58,220,663     $29,954,582
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
    Real estate property level expenses and taxes:                                                                   
                                                                                                                     
      Operating expenses ...........................................     4,428,664       2,741,224      12,556,909       6,039,473
                                                                                                                     
      Real estate taxes ............................................     2,440,211       1,121,839       6,786,316       2,883,175
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
                                                                                                                     
                Total real estate property level expenses and taxes      6,868,875       3,863,063      19,343,225       8,922,648
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
                                            Real estate income, net     13,695,541       9,762,852      38,877,438      21,031,934
                                                                                                                     
  Interest .........................................................     4,097,962       2,594,221      11,323,545       9,057,943
                                                                                                                     
  Dividends ........................................................     2,256,331       1,328,459       6,113,150       2,639,569
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
                                                       TOTAL INCOME     20,049,834      13,685,532      56,314,133      32,729,446
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
  Expenses -- Note 3:                                                                                                
                                                                                                                     
    Investment advisory charges ....................................       827,691         454,451       2,350,238       1,114,884
                                                                                                                     
    Administrative and distribution charges ........................       642,375         352,340       1,867,980         937,738
                                                                                                                     
    Mortality and expense risk charges .............................       181,414         109,859         481,849         290,522
                                                                                                                     
    Liquidity guarantee charges ....................................        19,415          31,989          69,009          87,561
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
                                                     TOTAL EXPENSES      1,670,895         948,639       4,769,076       2,430,705
                                                                       -----------     -----------     -----------     -----------
                                             INVESTMENT INCOME, NET     18,378,939      12,736,893      51,545,057      30,298,741
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
REALIZED AND UNREALIZED                                                                                              
 GAIN (LOSS) ON INVESTMENTS                                                                                          
                                                                                                                     
  Net realized gain (loss) on marketable securities ................    (2,736,288)        850,966      (2,405,079)        939,027
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
  Net change in unrealized appreciation on:                                                                          
                                                                                                                     
    Real estate properties .........................................    16,112,956       4,037,677      28,936,361       4,502,488
                                                                                                                     
    Marketable securities ..........................................   (10,132,955)      5,844,617     (17,536,392)      7,145,013
                                                                       -----------     -----------     -----------     -----------
                Net change in unrealized appreciation on investments     5,980,001       9,882,294      11,399,969      11,647,501
                                                                       -----------     -----------     -----------     -----------
                     NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS     3,243,713      10,733,260       8,994,890      12,586,528
                                                                       -----------     -----------     -----------     -----------
                                                                                                                     
                           NET INCREASE IN NET ASSETS RESULTING FROM                                                 
                                 OPERATIONS BEFORE MINORITY INTEREST    21,622,652      23,470,153      60,539,947      42,885,269
                                                                                                                     
  Minority interest in net increase in net assets                                                                    
     resulting from operations .....................................    (1,396,577)       (861,322)     (2,972,932)     (1,162,703)
                                                                       -----------     -----------     -----------     -----------
                                          NET INCREASE IN NET ASSETS                                                 
                                           RESULTING FROM OPERATIONS   $20,226,075     $22,608,831     $57,567,015     $41,722,566
                                                                       ===========     ===========     ===========     ===========
</TABLE>

                See notes to consolidated financial statements.


                                       4
<PAGE>


                            TIAA REAL ESTATE ACCOUNT
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
                                                                         Three Months Ended                 Nine Months Ended
                                                                            September 30,                     September 30,
                                                                   ------------------------------    ------------------------------
                                                                        1998             1997             1998             1997
                                                                   --------------    ------------    --------------    ------------
<S>                                                                <C>               <C>             <C>               <C>         
FROM OPERATIONS

 Investment income, net .......................................    $   18,378,939    $ 12,736,893    $   51,545,057    $ 30,298,741

 Net realized gain (loss) on marketable securities ............        (2,736,288)        850,966        (2,405,079)        939,027

 Net change in unrealized appreciation on investments .........         5,980,001       9,882,294        11,399,969      11,647,501

 Minority interest in net increase in net assets
   resulting from operations ..................................        (1,396,577)       (861,322)       (2,972,932)     (1,162,703)
                                                                   --------------    ------------    --------------    ------------

                                     NET INCREASE IN NET ASSETS
                                      RESULTING FROM OPERATIONS        20,226,075      22,608,831        57,567,015      41,722,566
                                                                   --------------    ------------    --------------    ------------


FROM PARTICIPANT TRANSACTIONS

 Premiums .....................................................        19,966,212      10,670,779        66,137,439      32,029,340

 TIAA seed money withdrawn -- Note 1 ..........................       (12,511,192)     (5,839,091)      (68,304,733)    (17,133,600)

 Net transfers (to) from TIAA .................................        (1,483,703)     10,312,903        21,100,141      31,511,310

 Net transfers from CREF Accounts .............................        26,228,774      63,135,131       198,210,094     237,473,219

 Annuity and other periodic payments ..........................          (543,326)       (225,881)       (1,495,244)       (570,143)

 Withdrawals ..................................................        (4,440,177)     (1,998,754)      (10,098,269)     (4,834,503)

 Death benefits ...............................................          (450,061)           (400)         (584,149)        (43,386)
                                                                   --------------    ------------    --------------    ------------
                           NET INCREASE IN NET ASSETS RESULTING
                                  FROM PARTICIPANT TRANSACTIONS        26,766,527      76,054,687       204,965,279     278,432,237
                                                                   --------------    ------------    --------------    ------------
                                     NET INCREASE IN NET ASSETS        46,992,602      98,663,518       262,532,294     320,154,803
                    

NET ASSETS

 Beginning of period ..........................................     1,001,358,407     591,186,338       785,818,715     369,695,053
                                                                   --------------    ------------    --------------    ------------

 End of period ................................................    $1,048,351,009    $689,849,856    $1,048,351,009    $689,849,856
                                                                   ==============    ============    ==============    ============
</TABLE>

                See notes to consolidated financial statements.

                                       5
<PAGE>


                            TIAA REAL ESTATE ACCOUNT
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
                                                                             Three Months Ended             Nine Months Ended
                                                                                September 30,                  September 30,
                                                                         -------------------------     ---------------------------
                                                                            1998          1997            1998            1997
                                                                         -----------    ----------     -----------     -----------
<S>                                                                      <C>            <C>            <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                 
                                                                                                                     
 Net increase in net assets resulting from operations .................  $20,226,075   $22,608,831     $ 57,567,015    $ 41,722,566
                                                                                                                      
 Adjustments to reconcile net increase in net assets resulting                                                        
   from operations to net cash used in operating activities:                                                          
                                                                                                                      
   Increase in investments ............................................  (44,457,246)  (97,908,370)    (264,754,540)   (336,085,803)
                                                                                                                      
   Decrease (increase) in receivable from securities transactions .....           --      (405,236)              --      47,074,764
                                                                                                                      
   Decrease (increase) in other assets ................................       68,076    (8,695,097)        (168,581)    (21,296,365)
                                                                                                                      
   Increase (decrease) in payable for securities transactions .........   (4,723,995)      224,875          (10,463)    (51,094,744)
                                                                                                                      
   Increase in other liabilities ......................................      466,011     5,034,180          644,601      19,651,962
                                                                                                                      
   Increase in minority interest ......................................    1,043,889       686,502        1,355,646      17,613,643
                                                                         -----------   -----------     ------------    ------------
                                                       NET CASH USED IN                                               
                                                   OPERATING ACTIVITIES  (27,377,190)  (78,454,315)    (205,366,322)   (282,413,977)
                                                                         -----------   -----------     ------------    ------------
                                                                                                                      
CASH FLOWS FROM PARTICIPANT TRANSACTIONS                                                                              
                                                                                                                      
 Premiums .............................................................   19,966,212    10,670,779       66,137,439      32,029,340
                                                                                                                      
 TIAA seed money withdrawn -- Note 1 ..................................  (12,511,192)   (5,839,091)     (68,304,733)    (17,133,600)
                                                                                                                      
 Net transfers from TIAA ..............................................   (1,483,703)   10,312,903       21,100,141      31,511,310
                                                                                                                      
 Net transfers from CREF Accounts .....................................   26,228,774    63,135,131      198,210,094     237,473,219
                                                                                                                      
 Annuity and other periodic payments ..................................     (543,326)     (225,881)      (1,495,244)       (570,143)
                                                                                                                      
 Withdrawals ..........................................................   (4,440,177)   (1,998,754)     (10,098,269)     (4,834,503)
                                                                                                                      
 Death benefits .......................................................     (450,061)         (400)        (584,149)        (43,386)
                                                                         -----------   -----------     ------------    ------------
                                                   NET CASH PROVIDED BY                                               
                                               PARTICIPANT TRANSACTIONS   26,766,527    76,054,687      204,965,279     278,432,237
                                                                         -----------   -----------     ------------    ------------
                                                   NET DECREASE IN CASH     (610,663)   (2,399,628)        (401,043)     (3,981,740)
                                                                                                                      
CASH                                                                                                                  
                                                                                                                      
 Beginning of period ..................................................      617,218     2,399,628          407,598       3,981,740
                                                                         -----------   -----------     ------------    ------------
 End of period ........................................................  $     6,555   $        --     $      6,555    $         --
                                                                         ===========   ===========     ============    ============
</TABLE>

                 See notes to consolidated financial statements.


                                       6
<PAGE>


                            TIAA REAL ESTATE ACCOUNT
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1--Organization

The TIAA Real Estate Account  ("Account") is a segregated  investment account of
Teachers  Insurance  and  Annuity   Association  of  America  ("TIAA")  and  was
established  by  resolution  of TIAA's  Board of Trustees on February  22, 1995,
under the  insurance  laws of the State of New York,  for the purpose of funding
variable  annuity  contracts  issued by TIAA.  Teachers REA, LLC, a wholly-owned
subsidiary of the Account,  began operations in July 1996 and holds one property
in Virginia.  Light Street  Partners,  L.P. ("Light  Street"),  a partnership in
which the Account holds a 90% interest, began operations in March 1997 and holds
eight office  buildings  throughout the United States.  Teachers REA II, Inc., a
wholly-owned  subsidiary  of the Account,  began  operations in October 1997 and
holds one  property  in  Pennsylvania.  Teachers  REA III,  LLC, a  wholly-owned
subsidiary of the Account,  began operations in July 1998 and holds one property
in Florida.

The Account commenced  operations on July 3, 1995 with a $100,000,000 seed money
investment by TIAA. TIAA purchased  1,000,000  Accumulation Units in the Account
and such Units share in the prorata investment experience of the Account and are
subject to the same  valuation  procedures  and expense  deductions as all other
Accumulation  Units of the Account.  The initial  registration  statement of the
Account filed by TIAA with the Securities and Exchange Commission ("Commission")
under the  Securities  Act of 1933  became  effective  on October  2, 1995.  The
Account  began to offer  Accumulation  Units and Annuity  Units to  participants
other than TIAA on  October 2, and  November  1, 1995,  respectively.  In August
1996, the Account's net assets first reached $200 million and, as required under
a five  year  repayment  schedule  approved  by the  New  York  State  Insurance
Department  ("NYID"),  TIAA began to redeem its seed money Accumulation Units in
monthly  installments  of 16,667 Units  beginning in September  1996.  Since the
Account's  assets have been growing  rapidly,  TIAA in October  1997,  with NYID
approval,  modified the seed money redemption schedule by increasing the monthly
redemption  of Units at a level equal to the value of 25% of the  Account's  net
asset  growth for the prior  month,  with no fewer than 16,667 Units and no more
than 100,000  Units to be redeemed  each month.  These  withdrawals  are made at
prevailing  daily  net  asset  values  and  are  reflected  in the  accompanying
consolidated  financial statements.  At September 30, 1998, TIAA retained 64,501
Accumulation Units, with a total value of $8,382,086.

The investment  objective of the Account is a favorable long-term rate of return
primarily  through  rental  income and  capital  appreciation  from real  estate
investments  owned by the Account.  The Account also invests in  publicly-traded
securities and other  instruments to maintain  adequate  liquidity for operating
expenses, capital expenditures and to make benefit payments.

TIAA  employees,  under  the  direction  of  TIAA's  Board of  Trustees  and its
Investment Committee,  manage the investment of the Account's assets pursuant to
investment  management  procedures  adopted  by  TIAA  for the  Account.  TIAA's
investment  management  decisions  for the Account are also subject to review by
the Account's independent fiduciary,  Institutional  Property Consultants,  Inc.
TIAA also  provides  all  portfolio  accounting  and  related  services  for the
Account.  TIAA-CREF Individual & Institutional  Services,  Inc. ("Services"),  a
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.,
provides administrative and distribution services pursuant to a Distribution and
Administrative Services Agreement with the Account.


                                       7
<PAGE>


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  Account,  which  are in  conformity  with  generally  accepted
accounting principles.

Basis  of  Presentation:  The  accompanying  consolidated  financial  statements
include the Account,  Teachers REA, LLC,  Teachers REA II, Inc. and Teachers REA
III, LLC, its wholly-owned subsidiaries,  and Light Street, in which the Account
holds a 90%  interest.  The 10%  minority  interest in Light Street is reflected
separately  in  the   accompanying   financial   statements.   All   significant
intercompany accounts and transactions have been eliminated in consolidation.

Valuation of Real Estate  Properties:  Investments in real estate properties are
stated at fair value, as determined in accordance  with  procedures  approved by
the  Investment  Committee of the Board of Trustees and in  accordance  with the
responsibilities  of the Board as a whole;  accordingly,  the  Account  does not
record  depreciation.  Fair value for real estate  properties  is defined as the
most probable price for which a property will sell in a competitive market under
all conditions  requisite to a fair sale.  Determination  of fair value involves
subjective  judgement  because  the actual  market  value of real  estate can be
determined only by negotiation between the parties in a sales transaction.  Real
estate  properties owned by the Account are initially valued at their respective
purchase  prices  (including  acquisition  costs).   Subsequently,   independent
appraisers value each real estate property at least once a year. The independent
fiduciary  must approve all  independent  appraisers  used by the  Account.  The
independent fiduciary can also require additional appraisals if it believes that
a  property's  value has  changed  materially  or  otherwise  to assure that the
Account is valued correctly.  TIAA's appraisal staff performs a valuation review
of each real estate property on a quarterly basis and updates the property value
if it believes  that the value of the  property  has changed  since the previous
valuation review or appraisal.  The independent  fiduciary  reviews and approves
any such valuation  adjustments  which exceed certain  prescribed  limits.  TIAA
continues to use the revised  value to calculate  the  Account's net asset value
until the next valuation review or appraisal.

Valuation of Marketable  Securities:  Equity  securities listed or traded on any
United States national securities exchange are valued at the last sales price as
of the close of the principal  securities  exchange on which such securities are
traded or, if there is no sale,  at the mean of the last bid and asked prices on
such exchange.  Short-term money market  instruments are stated at market value.
Portfolio  securities for which market  quotations are not readily available are
valued at fair value as  determined  in good faith  under the  direction  of the
Investment  Committee  of the  Board  of  Trustees  and in  accordance  with the
responsibilities of the Board as a whole.

Accounting for Investments: Real estate transactions are accounted for as of the
date on which the purchase or sale  transactions for the real estate  properties
close  (settlement  date).  Rent from real  estate  properties  consists  of all
amounts earned under tenant operating leases, including base rent, recoveries of
real estate  taxes and other  expenses  and charges for  miscellaneous  services
provided to tenants.  Rental income is recognized in accordance with the billing
terms of the lease agreements. The Account bears the direct expenses of the real
estate properties owned. These expenses include, but are not limited to, fees to
local property management  companies,  property taxes,  utilities,  maintenance,
repairs,  insurance and other operating and administrative costs. An estimate of
the net operating income earned from each real estate property is accrued by the
Account  on a daily  basis and such  estimates  are  adjusted  as soon as actual
operating  results  are  determined.  Realized  gains and losses on real  estate
transactions are accounted for under the specific identification method.

Securities  transactions  are  accounted for as of the date the  securities  are
purchased or sold (trade date).  Interest  income is recorded as earned and, for
short-term   money  market   instruments,   includes  accrual  of  discount  and
amortization of premium.  Dividend  income is recorded on the ex-dividend  date.
Realized  gains and losses on securities  transactions  are accounted for on the
average cost basis.

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.


                                       8
<PAGE>


Note 3--Management Agreements

Under  established  management  agreements,  various services  necessary for the
operation  of the Account are  provided,  at cost,  by TIAA and  Services.  TIAA
provides  investment  management services for the Account while distribution and
administrative   services  are  provided  by  Services  in  accordance   with  a
Distribution  and  Administrative  Services  Agreement  between  the Account and
Services.  An affiliate of the minority partner in Light Street provides certain
management  services for the properties  owned by Light Street.  The charges for
such  services,  for the nine  months  ended  September  30,  1998,  amounted to
$689,749  for  investment  advisory  expenses  and  $77,307  for  administrative
expenses  which  are  recorded  accordingly  in  the  accompanying  consolidated
statement  of  operations.  TIAA also  provides  a  liquidity  guarantee  to the
Account,  for a fee,  to ensure  that  sufficient  funds are  available  to meet
participant  transfer  and  cash  withdrawal  requests  in the  event  that  the
Account's  cash  flows and  liquid  investments  are  insufficient  to fund such
requests.  TIAA also receives a fee for assuming  certain  mortality and expense
risks.

Fee  payments  are made from the Account on a daily  basis to TIAA and  Services
according to formulas  established  each year with the  objective of keeping the
fees as close as possible to the  Account's  actual  expenses.  Any  differences
between actual expenses and daily charges are adjusted quarterly.

Note 4--Real Estate Properties

Had the Account's real estate  properties  which were purchased  during the nine
months ended  September  30, 1998 been  acquired at the  beginning of the period
(January 1, 1998),  rental income and real estate  property  level  expenses and
taxes for the nine  months  ended  September  30, 1998 would have  increased  by
approximately  $2,854,000 and $1,156,000,  respectively.  In addition,  interest
income for the nine months  ended  September  30, 1998 would have  decreased  by
approximately  $2,224,000.   Accordingly,  the  total  proforma  effect  on  the
Account's  net  investment  income for the nine months ended  September 30, 1998
would  have  been a  decrease  of  approximately  $526,000,  if the real  estate
properties  acquired  during the nine months ended  September  30, 1998 had been
acquired at the beginning of the period.  Several of these properties had little
or no rental  activity prior to purchase by the Account  because they were newly
or recently  constructed.  In such cases, there was little or no net real estate
income to offset the  proforma  decline in interest  income,  resulting in a net
decrease in net investment  income from this  calculation.  This decrease is not
indicative  of expected  future  results  because all of these  properties  were
substantially rented at the time of purchase.

Note 5--Leases

The Account's real estate properties are leased to tenants under operating lease
agreements which expire on various dates through 2021.  Aggregate minimum annual
rentals for the properties owned,  excluding short-term  residential leases, are
as follows:

                   Years Ending
                   December 31,
                   ------------
                   1998                       $ 45,314,000
                   1999                         43,547,000
                   2000                         40,651,000
                   2001                         34,338,000
                   2002                         30,219,000
                   Thereafter                  106,733,000
                                              ------------

                   Total                      $300,802,000
                                              ============

Certain leases provide for additional  rental amounts based upon the recovery of
actual operating expenses in excess of specified base amounts.


                                       9
<PAGE>


Note 6--Condensed Consolidated Financial Information

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

<TABLE>
<CAPTION>
                                                                                               July 3, 1995  
                                                 For the           For the Years Ended       (Commencement of  
                                               Nine Months            December 31,            Operations) to  
                                                  Ended          -----------------------       December 31,   
                                         September 30, 1998 (1)    1997            1996          1995 (1)     
                                         ---------------------   --------        --------        --------    
                                                (Unaudited)        
<S>                                              <C>             <C>             <C>             <C>     
Per Accumulation Unit Data:                   
  Rental income ..........................       $  7.885        $  7.288        $  6.012        $  0.159
  Real estate property
    level expenses and taxes .............          2.620           2.218           1.850           0.042
                                                 --------        --------        --------        --------
                   Real estate income, net          5.265           5.070           4.162           0.117
  Dividends and interest .................          2.362           2.709           3.309           2.716
                                                 --------        --------        --------        --------
                              Total income          7.627           7.779           7.471           2.833
  Expenses charges (2) ...................          0.646           0.580           0.635           0.298
                                                 --------        --------        --------        --------
                    Investment income, net          6.981           7.199           6.836           2.535
  Net realized and unrealized
    gain on investments ..................          0.675           3.987           1.709           0.031
                                                 --------        --------        --------        --------
  Net increase in
    Accumulation Unit Value ..............          7.656          11.186           8.545           2.566
  Accumulation Unit Value:
    Beginning of period ..................        122.297         111.111         102.566         100.000
                                                 --------        --------        --------        --------
    End of period ........................       $129.953        $122.297        $111.111        $102.566
                                                 ========        ========        ========        ========

 Total return ............................           6.26%          10.07%           8.33%           2.57%
  Ratios to Average Net Assets:
    Expenses (2) .........................           0.50%           0.58%           0.61%           0.30%
    Investment income, net ...............           5.45%           7.25%           6.57%           2.51%
  Portfolio turnover rate:
    Real estate properties ...............              0%              0%              0%              0%
    Securities ...........................          16.64%           7.67%          15.04%              0%
  Thousands of Accumulation Units
    outstanding at end of period .........          7,868           6,313           3,296           1,172
</TABLE>

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

(2) Expense charges per  Accumulation  Unit and the Ratio of Expenses to Average
    Net Assets  include  the  portion of  expenses  related to the 10%  minority
    interest in Light Street and exclude real estate property level expenses and
    taxes.  If the real estate  property level expenses and taxes were included,
    the expense charge per Accumulation Unit for the nine months ended September
    30, 1998 would be $3.266 ($2.798 and $2.485 for the years ended December 31,
    1997 and 1996, respectively,  and $0.340 for the period July 3, 1995 through
    December  31,  1995) and the Ratio of Expenses to Average Net Assets for the
    nine months ended September 30, 1998 would be 2.55% (2.82% and 2.39% for the
    years  ended  December  31, 1997 and 1996,  respectively,  and 0.34% for the
    period July 3, 1995 through December 31, 1995).


                                       10
<PAGE>


Note 7--Accumulation Units

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

                                                      Nine Months       Year
                                                        Ended          Ended
                                                     September 30,  December 31,
                                                         1998           1997
                                                       ---------      ---------
                                                      (Unaudited)
Accumulation Units:
  Credited for premiums ............................     526,530        448,822
  Credited for transfers, net of disbursements and
     amounts applied to the Annuity Fund ...........   1,028,454      2,568,407

  Outstanding:
     Beginning of period ...........................   6,313,015      3,295,786
                                                       ---------      ---------
     End of period .................................   7,867,999      6,313,015
                                                       =========      =========


Note 8--Commitments

During the normal course of business,  the Account enters into  discussions  and
agreements to purchase or sell real estate properties. As of September 30, 1998,
the Account had three outstanding commitments to purchase real estate properties
totaling  approximately  $42.5  million.  Of that amount,  two purchases of real
estate properties  totaling  approximately  $31.5 million were closed in October
1998.



                                       11
<PAGE>

                            TIAA REAL ESTATE ACCOUNT
                CONSOLIDATED STATEMENT OF INVESTMENTS (Unaudited)
                               September 30, 1998


REAL ESTATE PROPERTIES--60.44%
    Location                   Description                            Value
    --------                   -----------                            -----
Arizona:
     Phoenix               Office building.....................   $12,398,045
California:                                                       
     Sacramento            Office building.....................    29,574,048(2)
     San Diego             Industrial building.................    12,400,000
     Westlake Village      Apartments..........................    14,509,855
Colorado:                                                         
     Boulder               Industrial building.................    11,500,000
     Douglas County        Apartments..........................    28,500,000
     Littleton             Apartments..........................    19,500,000
Florida:                                                          
     Coral Springs         Industrial building.................     6,200,000
     Ocoee                 Shopping center.....................     7,185,459
     Orlando               Apartments..........................    14,300,000
     Seminole County       Apartments..........................    28,063,107
     Sunrise               Office building.....................    13,850,000
     West Palm Beach       Apartments..........................    16,000,000
Georgia:                                                          
     Atlanta               Apartments..........................    16,800,713
Illinois:                                                         
     Bolingbrook           Industrial building.................     7,222,421
     Glendale Heights      Industrial building.................    15,279,508
     Joliet                Industrial building.................     9,325,422
     Oakbrook Terrace      Office building.....................    52,100,970(2)
     Rolling Meadows       Shopping center.....................    12,650,000
     Rosemont              Office building.....................    40,000,000
Iowa:                                                             
     Urbandale             Industrial building.................    14,106,885
Maryland:                                                         
     Aberdeen              Industrial building.................    29,350,000
     Hunt Valley           Office building.....................    27,246,622(2)
Massachusetts:                                                    
     Newton                Office building.....................    19,600,000(2)
Minnesota:                                                        
     Eagan                 Industrial building.................     6,100,000
     Fridley               Industrial building.................     4,300,000
New Jersey:                                                       
     Piscataway            Office building.....................    15,500,000
North Carolina:                                                   
     Raleigh               Shopping center.....................     7,500,000
     Raleigh               Shopping center.....................     7,198,762
Ohio:                                                             
     Blue Ash              Office building.....................    11,405,014(2)
Oregon:                                                           
     Lake Oswego           Office building.....................    18,736,501(2)
Pennsylvania:                                                     
     Lafayette Hill        Apartments..........................    22,606,417
Texas:                                                            
     El Paso               Industrial building.................     4,800,000(1)
     El Paso               Apartments..........................     9,400,000
     Plano                 Apartments..........................    29,200,000
Utah:                                                             
     Salt Lake City        Office building.....................     8,840,436(2)


                                       12
<PAGE>


<TABLE>
<S>                         <C>                                     <C> 
Virginia:
     Arlington              Office building....................     $ 28,516,246(2)
     Woodbridge             Shopping center....................       12,600,000
                                                                    ------------
     TOTAL REAL ESTATE PROPERTIES     (Cost $604,241,994)......       44,366,431
                                                                    ------------
</TABLE>                                                         

(1) Leasehold interest only.
(2) The full fair value of this property is reflected; however, the Account only
has a 90% interest in the property. The minority partner in Light Street has the
remaining 10% interest in the property.

MARKETABLE SECURITIES--39.56%

  Shares                              Issuer                             Value
  ------                              ------                             -----
REAL ESTATE INVESTMENT TRUSTS--11.24%

    89,900     AMB Property Corporation Series A ..................    2,112,650
   200,000     Archstone Communities Tr (Series C) Pf .............    4,950,000
   104,513     Avalon Bay Communities, Inc. .......................    3,559,974
    30,000     Avalon Bay Communities, Inc. Pfd Series F ..........      757,500
   170,000     Bradley Real Estate, Inc. ..........................    3,570,000
   235,000     Brandywine Realty Trust ............................    4,494,375
    40,000     Cabot Industrial Trust .............................      845,000
    80,000     Camden Property Trust ..............................    2,235,000
   200,000     Carramerica Realty Corporation, Pfd Series B .......    4,762,500
    70,000     Centerpoint Properties Corp. .......................    2,537,500
    95,000     Colonial Properties Trust ..........................    2,689,687
   260,000     Cornerstone Properties, Inc. .......................    3,932,500
   125,000     Corporate Office Properties Trust, Inc. ............      992,187
    90,000     Developers Diversified Realty ......................    2,126,250
   140,000     Equity Office Properties Trust .....................    3,430,000
   200,000     Equity Office Properties Trust Pfd Series A ........    5,100,000
   130,000     Equity Residential Properties Trust ................    5,484,375
   100,000     Equity Residential Properties Trust, Pfd Series G ..    2,281,250
    77,966     Excel Legacy Corporate .............................      226,589
    25,000     Federal Realty Investment Trust Pfd. ...............      606,250
   100,000     First Industrial Realty Trust, Inc. Pfd ............    2,500,000
   100,000     Gables Residential Trust, Pfd Series A .............    2,425,000
    80,000     Hospitality Properties Trust .......................    2,380,000
    50,000     Irvine Apartment Communities, Inc. .................    1,343,750
   100,000     Lasalle Hotel Properties ...........................    1,300,000
    90,000     Macerich Company ...................................    2,418,750
   100,000     Merry Land & Investment Pfd Series E ...............    2,287,500
    69,559     New Plan Excel Realty Trust ........................    1,621,594
   105,001     Patriot American Hospitality, Inc. .................    1,338,763
   100,000     Post Properties, Inc. ..............................    3,856,250
    19,900     Prologis Trust-Pfd Series A ........................      501,231
   130,000     Public Storage, Inc. ...............................    3,485,625
    20,000     Rouse Company ......................................      538,750
   205,000     Simon Debartolo Group, Inc. ........................    6,098,750
   100,000     Spieker Properties, Inc. ...........................    3,675,000
   110,000     Starwood Hotels & Resorts Trust ....................    3,355,000
    85,000     Storage USA, Inc. ..................................    2,943,125
   150,000     Taubman Centers, Inc. ..............................    2,100,000
    35,000     Taubman Centers, Inc Pfd Series A ..................      774,375
    53,300     Tower Realty Trust, Inc. ...........................    1,059,338
   121,000     Trinet Corporate Realty Trust, Inc. ................    3,947,625
    26,000     Trinet Corporate Realty Trust, Inc., Pfd Series B ..      643,500
   100,000     United Dominion Realty Trust, Inc. .................    2,537,500
   105,000     Urban Shopping Centers, Inc. .......................    3,451,875
    50,000     Vornado Realty Trust, Pfd Series A .................    2,475,000
   135,000     Weeks Corp. ........................................    4,033,125
                                                                     -----------
TOTAL REAL ESTATE INVESTMENT TRUSTS     (Cost $128,162,095)........  119,785,013
                                                                     -----------


                                       13
<PAGE>


CORPORATE BONDS-- 0.57%
Principal          Issuer, Coupon and Maturity Date
- ---------          --------------------------------
$ 3,000,000        International Paper
                    6.87% 06/17/99 ..............................  $   3,032,280
  3,000,000        Pepsico, Inc.                                     
                    7.625% 11/01/98 .............................      3,005,670
                                                                   -------------
TOTAL CORPORATE BONDS     (Cost $6,116,430)......................      6,037,950
                                                                   -------------


GOVERNMENT AGENCIES--13.12%
Principal          Issuer, Coupon and Maturity Date                     Value
- ---------          --------------------------------                     -----
 44,400,000        Federal Home Loan Bank
                    5.25% 10/1/98 ...............................     44,393,340
 14,790,000        Federal Home Loan Mortgage Corporation
                    5.44% 10/6/98 ...............................     14,777,306
 24,560,000        Federal Home Loan Mortgage Corporation
                    5.44% 10/15/98 ..............................     24,507,606
 10,000,000        Federal National Mortgage Association
                    5.40% 10/7/98 ...............................      9,989,986
 10,000,000        Federal National Mortgage Association
                    5.42% 10/14/98 ..............................      9,980,089
 23,600,000        Federal National Mortgage Association
                    5.42% 11/3/98 ...............................     23,487,442
 12,800,000        Federal National Mortgage Association
                    5.40% 11/20/98 ..............................     12,708,426
                                                                  --------------

TOTAL GOVERNMENT AGENCIES     (Amortized cost $139,845,042) .....    139,844,195
                                                                  --------------


COMMERCIAL PAPER--14.63%
 16,850,000        American Express Credit Corporation
                    5.50 10/6/98 ................................     16,833,627
 15,900,000        Caterpillar Financial Service Corporation
                    5.45% 02/12/99 ..............................     15,595,316
 13,395,000        Ciesco LP
                    5.50% 10/14/98 ..............................     13,367,392
 17,575,000        Corporate Asset Funding Corporation, Inc.         
                    5.50% 10/9/98 ...............................     17,551,713
 15,000,000        Delaware Funding Corporation
                    5.47% 10/26/98 ..............................     14,942,909
  9,000,000        Dupont (E.I.) De Nemours & Company
                    5.51% 10/9/98 ...............................      8,988,075
 10,000,000        Eastman Kodak Company
                    5.50% 10/22/98 ..............................      9,967,794
 10,000,000        Ford Motor Credit Company
                    5.22% 12/18/98 ..............................      9,886,767
  1,290,000        National Rural Utilities
                    5.33% 12/7/98 ...............................      1,277,330
 20,000,000        Park Avenue Receivables Corporation
                    5.55% 10/27/98 ..............................     19,920,950
 13,865,000        Walt Disney Company
                    5.23% 12/18/98 ..............................     13,708,002
 14,000,000        Xerox Capital (Europe) Plc
                    5.53% 10/16/98 ..............................     13,967,209
                                                                  --------------

TOTAL COMMERCIAL PAPER    (Amortized cost $155,995,977) .........    156,007,084
                                                                  --------------

TOTAL MARKETABLE SECURITIES   (Cost $430,119,544)................    421,674,242
                                                                  --------------

TOTAL INVESTMENTS--100.00%     (Cost $1,034,361,538)............. $1,066,040,673
                                                                  ==============

See notes to consolidated financial statements.


                                       14
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

      The TIAA Real Estate Account began operating on July 3, 1995 and interests
in the Account were first offered to participants on October 2, 1995.

      Through September 30, 1998, the Account had acquired a total of 38 real
estate properties, including twelve office properties, eleven industrial
properties, five neighborhood shopping enters and ten apartment complexes. As of
September 30, 1998, these properties represented 60.44% of the Account's total
investment portfolio.

      The Account purchased one apartment property during the third quarter of
1998 and has purchased two additional apartment properties since the end of the
quarter. The Account continues to pursue suitable property acquisitions, and is
currently in various stages of negotiations with a number of prospective
sellers. While attractive acquisition prospects are available in the current
market, significant competition exists for the most desirable properties.

      As of September 30, 1998, the Account also held commercial paper,
representing 14.63% of the portfolio, investments in U.S. government agencies,
representing 13.12% of the portfolio, real estate investment trusts (REITs),
representing 11.24% of the portfolio, and corporate bonds, representing .57% of
the portfolio.

      The Account owns a controlling 90% interest in a partnership which owns
eight office buildings throughout the U.S. Consistent with generally accepted
accounting principles (GAAP), the Account's consolidated financial statements
and all financial data discussed in this report reflect 100% of the value of the
partnership's assets. The 10% interest of the other partner in the partnership
is reflected as a minority interest in the Account's consolidated financial
statements.

Results of Operations-Nine Months Ended September 30, 1998 Compared to
 Nine Months Ended September 30, 1997

      The Account's total net return was 6.26% for the nine months ended
September 30, 1998 and 7.38% for the same period in 1997. This decline was due
to the reduced amount of realized and unrealized gains on investments during the
1998 period. The Account's net investment income, after deduction of all
expenses, was $51,545,057 for the nine months ended September 30, 1998 and
$30,298,741 for the same period in 1997, a 70% increase. This increase was
primarily the result of a 52% increase in net assets from September 30, 1997 to
September 30, 1998. The Account had net realized and unrealized gains on
investments of $8,994,890 and $12,586,528 for the nine months ended September
30, 1998 and 1997, respectively. This decrease was primarily the result of price
declines of the Account's REITs which diminished the unrealized appreciation on
the Account's real estate properties. While the Account posted net unrealized
gains on its real estate investments of $28,936,361 and $4,502,488,
respectively, in the first nine months ended September 30, 1998 and 1997, it
posted net unrealized losses on its marketable securities of $17,536,392 for the
1998 period


                                       15
<PAGE>


versus net unrealized gains of $7,145,013 for the 1997 period, resulting
primarily from fluctuations in market value of the Account's REIT holdings.

      The Account's real estate holdings generated approximately 69% and 64% of
the Account's total investment income (before deducting Account level expenses)
during the nine months ended September 30, 1998 and September 30, 1997,
respectively. The remaining portion of the Account's total investment income was
generated by marketable securities investments.

      Gross real estate rental income was $58,220,663 for the nine months ended
September 30, 1998 and $29,954,582 for the same period in 1997. This increase
was primarily due to the increase in the number of properties owned by the
Account from 28 properties as of September 30, 1997 to 38 properties as of
September 30, 1998. Interest income on the Account's short- and intermediate-
term investments for the nine months ended September 30, 1998 and 1997 totaled
$11,323,545 and $9,057,943, respectively. This increase was due primarily to the
growth in the Account's assets. Dividend income on the Account's investments in
REITs totaled $6,113,150 and $2,639,569, respectively, for the same periods.
Shares of REITs totaled 11.24% of the Account investments as of September 30,
1998 and 13.90% as of September 30, 1997. The general growth in the Account's
assets accounted for the increased dividend income for first nine months of
1998, as compared with the same period in 1997.

      Total property level expenses for the nine months ended September 30, 1998
were $19,343,225, of which $6,786,316 was attributable to real estate taxes and
$12,556,909 represented operating expenses. Total property level expenses for
the nine months ended September 30, 1997 were $8,922,648, of which $2,883,175
was attributable to real estate taxes and $6,039,473 was attributable to
operating expenses. The increase in property level expenses during the first
nine months of 1998 reflected the increased number of properties in the Account.

      The Account also incurred expenses for the nine months ended September 30,
1998 and 1997 of $2,350,238 and $1,114,884, respectively, for investment
advisory services, $1,867,980 and $937,738, respectively, for administrative and
distribution services and $550,858 and $378,083, respectively, for the mortality
and expense risks assumed and the liquidity guarantee. Such expenses increased
as a result of the larger net asset base in the Account for the first nine
months of 1998 over the first nine months of 1997.

Three Months Ended September 30, 1998 Compared to
 Three Months Ended September 30, 1997

      The Account's total net return was 2.00% for the three months ended
September 30, 1998 and 3.54% for the same period in 1997. This decline was
attributable to the reduced amount of realized and unrealized gains on
investments for the period. The Account's net investment income, after deduction
of all expenses, was $18,378,939 for the three months ended September 30, 1998
and $12,736,893 for the same period in 1997, a 44% increase. This increase was
the result of the growing base of net assets from September 30, 1997 to


                                       16
<PAGE>


September 30, 1998. The Account had net realized and unrealized gains on
investments of $3,243,713 and $10,733,260 for the three months ended September
30, 1998 and 1997, respectively. This decrease was primarily the result of the
net realized and unrealized losses of the Account's marketable securities. While
the Account posted net unrealized gains on its real estate investments of
$16,112,956 and $4,037,677, respectively, in the three months ended September
30, 1998 and 1997, it posted net unrealized losses on its marketable securities
for the 1998 period of $10,132,955 versus net unrealized gains of $5,844,617 for
the 1997 period, resulting primarily from fluctuations in market value of the
Account's REIT holdings.

      The Account's real estate holdings generated approximately 68% and 71% of
the Account's total investment income (before deducting Account level expenses)
during the three months ended September 30, 1998 and September 30, 1997,
respectively. The remaining portion of the Account's total investment income was
generated by investments in marketable securities.

      Gross real estate rental income was $20,564,416 for the three months ended
September 30, 1998 and $13,625,915 for the same period in 1997. The higher real
estate income for the 1998 period was due primarily to the increase in the
number of properties owned by the Account. Interest income on the Account's
short- and intermediate-term investments for the three months ended September
30, 1998 and 1997 totaled $4,097,962 and $2,594,221, respectively. This increase
was due primarily to the growth in the Account's assets. Dividend income on the
Account's investments in REITs totaled $ 2,256,331 and $1,328,459, respectively,
for the same periods. This increase was primarily due to the general growth in
the Account's assets for the period.

      Total property level expenses for the three months ended September 30,
1998 were $6,868,875, of which $2,440,221 was attributable to real estate taxes
and $4,428,664 represented operating expenses. Total property level expenses for
the three months ended September 30, 1997 were $3,863,063, of which $1,121,839
was attributable to real estate taxes and $2,741,224 was attributable to
operating expenses. The increase in property level expenses during the three
month period ended September 30, 1998 reflected the increased number of
properties in the Account.

      The Account also incurred expenses for the three months ended September
30, 1998 and 1997 of $827,691 and $454,451, respectively, for investment
advisory services, $642,375 and $352,340, respectively, for administrative and
distribution services and $200,829 and $141,848, respectively, for the mortality
and expense risks assumed and the liquidity guarantee. Such expenses increased
as a result of the larger net asset base of the Account for the three months
ended September 30, 1998 over the three months ended September 30, 1997.

Liquidity and Capital Resources

      Since September 16, 1996, TIAA has been redeeming the accumulation units
related to its $100 million seed money investment in the Account in accordance
with a repayment schedule approved by the New York Insurance Department. As of
September 30, 1998, the


                                       17
<PAGE>


Account had redeemed 935,499 accumulation units at prevailing daily unit values,
amounting to $ 113,514,057 in total redemption payments to TIAA, leaving it
holding 64,501 units at September 30, 1998 with a value of $8,382,086. TIAA
expects to complete the redemption of its seed money investment by November
1998.

      For the nine months ended September 30, 1998 and 1997, the Account
received $66,137,439 and $32,029,340, respectively, in premiums and $219,310,235
and $268,984,529, respectively, in net participant transfers from other TIAA and
CREF accounts. The increase in premium income is primarily due to the growing
number of participants in the Account.

      At September 30, 1998 and 1997, the Account's liquid assets (i.e., its
REITs, short- and intermediate-term investments, government securities and cash)
had a value of $421,680,797 and $305,841,926 respectively. The REIT holdings at
September 30, 1998 and 1997 were $119,785,013 and $97,869,963, respectively. We
plan to use much of the Account's liquid assets, exclusive of the REITs, to
purchase additional suitable real estate properties. The remaining liquid
assets, exclusive of the REITs, will continue to be available to meet expense
needs and redemption requests (e.g., cash withdrawals or transfers).

      If the Account's liquid assets and its cash flow from operating activities
and participant transactions are not sufficient to meet its cash needs,
including redemption requests, TIAA's general account will purchase liquidity
units in accordance with TIAA's liquidity guarantee to the Account.

Year 2000 Issues

      Many computer software systems in use today cannot recognize the year 2000
and may revert to 1900 or some other date because of the way in which dates were
encoded and calculated. The Account could be adversely affected if its computer
systems, its property computer systems, or those of its external service
providers do not properly process and calculate date-related information and
data on and after January 1, 2000. We have been actively working on necessary
changes to affected computer systems to prepare for the Year 2000 and have also
obtained reasonable assurances from our service providers that they are taking
comparable steps with respect to their computer systems. However, the steps we
are taking do not guarantee complete success or eliminate the possibility that
interaction with outside computer systems may have an adverse impact on the
Account.

                           PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

      There are no material current or pending legal proceedings to which the
Account is a party or to which the Account's assets are subject.

Item 2.  CHANGES IN SECURITIES.


                                       18
<PAGE>




          Not applicable.

Item 3.   DEFAULTS UPON SENIOR SECURITIES.

          Not applicable.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

          Not applicable.

Item 5.   OTHER INFORMATION.

          Not applicable.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a) EXHIBITS

          (3)  (A) Charter of TIAA (as amended) *
               (B) Bylaws of TIAA (as amended) **

          (4)  (A) Forms of RA, GRA, GSRA, SRA, and IRA Real Estate Account
                   Endorsements *
               (B) Forms of Income-Paying Contracts *

          (10) (A) Independent Fiduciary Agreement by and among TIAA, the
                   Registrant, and Institutional Property Consultants, Inc. ***
               (B) Custodial Services Agreement by and between TIAA and Morgan
                   Guaranty Trust Company of New York with respect to the Real
                   Estate Account *
               (C) Distribution and Administrative Services Agreement by and
                   between TIAA and TIAA-CREF Individual & Institutional
                   Services, Inc. (as amended) (filed previously as 
                   Exhibit (1)) *

          (27)     Financial Data Schedule of the Account's Financial
                   Statements for the three months ended September 30, 1998

- ----------
* - Previously filed and incorporated herein by reference to Post-Effective
Amendment No. 2 to the Account's Registration Statement on Form S-1 filed 
April 30, 1996 (File No. 33-92990).


                                       19
<PAGE>


** - Previously filed and incorporated herein by reference to the Account's Form
10-K Annual Report for the year ended December 31, 1996 (File No. 33-92990).

*** - Previously filed and incorporated herein by reference to Pre-Effective
Amendment No. 1 to the Account's Registration Statement on Form S-1 filed 
April 29, 1997 (File No. 333- 22809).

      (b)   REPORTS ON 8-K. None.


                                       20
<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


DATE: November 12, 1998
                                            TIAA REAL ESTATE ACCOUNT

                                            By: TEACHERS INSURANCE AND ANNUITY
                                                ASSOCIATION OF AMERICA

                                            By: /s/ Peter C. Clapman
                                                --------------------------------
                                                Peter C. Clapman
                                                Senior Vice President and
                                                Chief Counsel, Investments



DATE: November 12, 1998
                                            By: /s/ Richard L. Gibbs
                                                --------------------------------
                                                Richard L. Gibbs
                                                Executive Vice President
                                                (Principal Accounting Officer)


                                       21

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000946155
<NAME> TIAA REAL ESTATE ACCOUNT
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JUL-01-1998
<PERIOD-END>                               SEP-30-1998
<INVESTMENTS-AT-COST>                    1,034,361,538
<INVESTMENTS-AT-VALUE>                   1,066,040,673
<RECEIVABLES>                                        0
<ASSETS-OTHER>                              14,235,675
<OTHER-ITEMS-ASSETS>                             6,555
<TOTAL-ASSETS>                           1,080,282,903
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   31,931,894
<TOTAL-LIABILITIES>                         31,931,894
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        7,867,999
<SHARES-COMMON-PRIOR>                        7,692,125
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             1,048,351,009
<DIVIDEND-INCOME>                            2,256,331
<INTEREST-INCOME>                            4,097,962
<OTHER-INCOME>                              12,298,964
<EXPENSES-NET>                              (1,670,895)
<NET-INVESTMENT-INCOME>                     16,982,362
<REALIZED-GAINS-CURRENT>                    (2,736,288)
<APPREC-INCREASE-CURRENT>                    5,980,001
<NET-CHANGE-FROM-OPS>                       20,226,075
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        175,874
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      46,992,602
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          827,691
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,670,895
<AVERAGE-NET-ASSETS>                     1,016,344,369
<PER-SHARE-NAV-BEGIN>                          127.409
<PER-SHARE-NII>                                  2.350
<PER-SHARE-GAIN-APPREC>                          0.194
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                            129.953
<EXPENSE-RATIO>                                  0.160
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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