TIAA REAL ESTATE ACCOUNT
424B3, 1999-08-12
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                                SUPPLEMENT No. 2
                              dated August 11, 1999
                       to the Prospectus dated May 1, 1999
                        for the TIAA Real Estate Account

The following describes recent property purchases by the Real Estate Account and
supplements the information set forth in the "Description of Properties" section
of the Prospectus.

OFFICE PROPERTIES

One Monument Place - Fairfax, VA

         On July 15, 1999, the TIAA Real Estate Account purchased an 8-story
office building in Fairfax, Virginia (20 miles from Washington, DC) for a
purchase price of approximately $34,450,000. The property is not subject to a
mortgage.

         One Monument Place, which was built in 1990, is located within the
Fairfax Center office submarket in Northern Virginia adjacent to the Fair Oaks
Mall. It contains approximately 219,211 rentable square feet, and is situated on
approximately 6.73 acres with 718 parking spaces. The building is approximately
93% leased to various tenants, with rents averaging $20.70 per square foot.
Although the terms vary under each lease, most of the expenses for operating the
property are either borne or reimbursed by the tenants. The Fairfax Center
submarket contains 5.7 million square feet of office space and presently has a
vacancy rate of 1.4%.

88 Kearney Street - San Francisco, CA

         On July 22, 1999, the Account purchased a 21-story office building in
San Francisco, CA for a purchase price of approximately $65,914,000. The
property is not subject to a mortgage.

         88 Kearney Street, which was built in 1986, is located within the
financial district submarket of downtown San Francisco. It contains 209,476
rentable square feet, and is currently approximately 88% occupied by various
tenants, although building occupancy was 94% in April 1999, after which time
several small tenants moved. Charles Schwab & Company subleases or leases
approximately 37% of the building, with its sublease for 49,564 square feet of
office space expiring in 2001. Rents average $38 per square foot, as compared
with the $46 per square foot average for financial district office space.
Although the terms vary under each lease, most of the expenses for operating the
property are either borne or reimbursed by the tenants. The downtown San
Francisco financial district contains 39 million square feet of office space and
presently has a vacancy rate of 3.9%.

10 Waterview Boulevard - Parsippany, NJ

         On July 27, 1999, the Account purchased a 3-story office building in
Parsippany, NJ (Morris County) for a purchase price of approximately
$30,950,000. The property is not subject to a mortgage.

         10 Waterview Boulevard, which was built in 1984 as part of the
Waterview Corporate Center, is located in northern New Jersey, approximately 22
miles from Newark and 40 miles from midtown Manhattan. It contains approximately
213,386 rentable square feet, and is situated on approximately 18.57 acres with
757 parking spaces. The building is approximately 93% leased to various tenants,
with rents averaging $22.28 per square foot. Although the terms vary under each
lease, most of the expenses for operating the property are either borne or
reimbursed by the tenants. The Parsippany office market contains 9.5 million
square feet of office space and presently has a vacancy rate of 9.7%.




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