TIAA REAL ESTATE ACCOUNT
C/O TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
730 Third Avenue
New York, NY 10017
(212) 490-9000
April 29, 2010
VIA EDGAR AND FACSIMILE
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4644
| Re: | TIAA Real Estate Account | |
| Amendment No. 1 to Registration Statement on Form S-1 | ||
| (as amended, the “Registration Statement”) (File No. 333-165286) |
Commissioners:
Pursuant to Rule 461 under the Securities Act of 1933, Teachers Insurance and Annuity Association of America, on behalf of the TIAA Real Estate Account (the “Registrant”), hereby requests acceleration of the effective date of the above captioned Registration Statement for certain variable annuity contracts as soon as reasonably practicable after 2:00 p.m. on Friday, April 30, 2010.
The Registrant hereby acknowledges that:
should the Commission or the staff, acting pursuant to delegated authority, declare thefiling effective, it does not foreclose the Commission from taking any action withrespect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, indeclaring the filing effective, does not relieve the Registrant from its fullresponsibility for the adequacy and accuracy of the disclosure in the filing; and
the Registrant may not assert the declaration of effectiveness as a defense in anyproceeding initiated by the Commission or any person under the federal securitieslaws of the United States.
By separate letter, the underwriters of the issuance of the securities being registered will join in this request for acceleration.
| Very truly yours, | |||
| TIAA REAL ESTATE ACCOUNT | |||
| By: | TEACHERS INSURANCE AND ANNUITY | ||
| ASSOCIATION OF AMERICA | |||
| By: | /s/ Stewart P. Greene | ||
| Name: Stewart P. Greene | |||
| Title: Vice President and Associate General Counsel | |||
