EX-1

                        AMENDMENT TO THE DISTRIBUTION AND
                        ADMINISTRATIVE SERVICES AGREEMENT

          This  Amendment is to the  Distribution  and  Administrative  Services
Agreement,  dated  September  29,  1995,  as  amended  from  time to  time  (the
"Agreement"),  by and between the Teachers Insurance and Annuity  Association of
America  ("TIAA"),  on its own behalf and with  respect to the TIAA Real  Estate
Account  ("Real  Estate  Account"),  and  TIAA-CREF  Individual &  Institutional
Services,  Inc.  ("Services").  TIAA  and  Services  mutually  agree  that  upon
execution of this Amendment, the Agreement shall be amended as set forth below:

          Sections  (c) and (d) of paragraph 7 of the  Agreement  are amended to
read as follows:

               (c)  For  the  services   rendered   and  expenses   incurred  in
     connection  with  distribution  of the  Contracts as provided  herein,  the
     amount  currently  payable  from the net assets of the Real Estate  Account
     each Valuation Day for each Calendar Day of the Valuation  Period ending on
     that Valuation Day will be 0.0001096%  (corresponding  to an annual rate of
     0.04% of average daily net assets).

               (d)  For  the  services   rendered   and  expenses   incurred  in
     connection  with  administration  as  provided  in Section 5 and  otherwise
     herein,  the amount  currently  payable from the net assets of each Account
     each Valuation Day for each Calendar Day of the Valuation  Period ending on
     that Valuation Day will be 0.0006712%  (corresponding  to an annual rate of
     0.245% of average daily net assets).

          For purposes of this Agreement,  "Valuation  Day," "Calendar Day," and
"Valuation  Period"  shall each be defined as  specified in the TIAA Real Estate
Account's current Registration Statement.


                                       2


          IN WITNESS  WHEREOF,  TIAA and Services have caused this  Amendment to
the  Agreement to be executed in their names and on their behalf and under their
trust and  corporate  seals as of this 20th day of  April,  2001 by and  through
their duly authorized officers effective as provided above.

                           TEACHERS INSURANCE AND ANNUITY
ATTEST:                    ASSOCIATION OF AMERICA

/s/ Lisa Snow              By:  /s/ Stewart P. Greene
- ---------------------          ----------------------------------------------
Lisa Snow                        Stewart P. Greene
                                 Title: Chief Counsel, Securities Law and
                                        Assistant Secretary

                           TIAA-CREF INDIVIDUAL &
ATTEST:                    INSTITUTIONAL SERVICES, INC.


/s/ Stewart P. Greene      By:  /s/ Lisa Snow
- ---------------------          ----------------------------------------------
Stewart P. Greene                Lisa Snow
                                 Title: Vice President and Chief Counsel,
                                        Corporate Law and Assistant Secretary