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 March 31, 2001

[_] 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, 333-22809, and 333-59778

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 [ ]

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INDEX TO UNAUDITED FINANCIAL STATEMENTS
OF THE TIAA REAL ESTATE ACCOUNT
MARCH 31, 2001

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

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, DECEMBER 31,
2001 2000
-------------- --------------
(UNAUDITED)
ASSETS

Investments, at value:
Real estate properties
(cost: $1,888,984,302 and $1,818,143,290) ... $1,967,297,094 $1,899,254,344
Real estate joint venture
(cost: $24,685,732 and $24,674,574) ......... 26,036,425 26,035,867
Marketable securities
(Amortized cost: $627,851,018 and
$462,959,529) ............................. 627,092,397 463,828,568

Cash ............................................ 304,376 715,866

Other ........................................... 34,427,314 33,265,757
-------------- --------------

TOTAL ASSETS 2,655,157,606 2,423,100,402
-------------- --------------

LIABILITIES

Accrued real estate property level expenses
and taxes ..................................... 26,293,379 24,396,036

Security deposits held .......................... 7,193,536 6,817,972

Other ........................................... 1,050,118 1,736,106
-------------- --------------

TOTAL LIABILITIES 34,537,033 32,950,114
-------------- --------------

MINORITY INTEREST ............................... 4,221,193 3,028,217
-------------- --------------

NET ASSETS

Accumulation Fund .............................. 2,529,689,670 2,310,540,978

Annuity Fund ................................... 86,709,710 76,581,093
-------------- --------------

TOTAL NET ASSETS $2,616,399,380 $2,387,122,071
============== ==============

NUMBER OF ACCUMULATION UNITS OUTSTANDING--
Notes 6 and 7 ................................. 15,726,678 14,604,673
========== ==========

NET ASSET VALUE, PER ACCUMULATION UNIT--
Note 6 ........................................ $160.85 $158.21
======= =======

See notes to consolidated financial statements.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
2001 2000
------------ ------------

INVESTMENT INCOME

Real estate income net:
Rental income ................................ $ 59,448,864 $ 41,821,067
------------ ------------
Real estate property level expenses and taxes:
Operating expenses ........................... 12,504,540 8,971,080
Real estate taxes ............................ 6,535,115 4,892,240
------------ ------------
Total real estate property level
expenses and taxes 19,039,655 13,863,320
------------ ------------
Real estate income, net 40,409,209 27,957,747
Income from real estate joint venture .......... 406,109 --
Interest ....................................... 6,215,939 5,240,939
Dividends ...................................... 2,186,860 1,631,830
------------ ------------
TOTAL INCOME 49,218,117 34,830,516
------------ ------------
Expenses--Note 3:
Investment advisory charges .................. 2,318,695 1,538,682
Administrative and distribution charges ...... 1,021,735 1,043,496
Mortality and expense risk charges ........... 433,859 305,589
Liquidity guarantee charges .................. 179,193 167,889
------------ ------------
TOTAL EXPENSES 3,953,482 3,055,656
------------ ------------
INVESTMENT INCOME, NET 45,264,635 31,774,860
------------ ------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Real estate properties ................... 1,098,884 --
Marketable securities .................... (120,488) (147,448)
------------ ------------
Net realized gain (loss) on investments 978,396 (147,448)
------------ ------------
Net change in unrealized appreciation
(depreciation) on:
Real estate properties ................... (2,798,262) 2,493,875
Real estate joint venture ................ (10,600) --
Marketable securities .................... (1,627,660) 3,109,665
------------ ------------
Net change in unrealized appreciation
(depreciation) on investments (4,436,522) 5,603,540
------------ ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (3,458,126) 5,456,092
------------ ------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 41,806,509 $ 37,230,952
============ ============

See notes to consolidated financial statements.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
2001 2000
-------------- --------------

FROM OPERATIONS

Investment income, net ....................... $ 45,264,635 $ 31,774,860
Net realized gain (loss) on investments ...... 978,396 (147,448)
Net change in unrealized appreciation
(depreciation) on investments ............. (4,436,522) 5,603,540
-------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 41,806,509 37,230,952
-------------- --------------
FROM PARTICIPANT TRANSACTIONS
Premiums ..................................... 54,863,370 43,377,241
Net participant transfers from TIAA .......... 3,247,366 9,370,357
Net participant transfers from
CREF Accounts .............................. 148,229,089 55,246,632
Annuity and other periodic payments .......... (2,948,575) (1,968,512)
Withdrawals and death benefits ............... (15,920,450) (14,003,383)
-------------- --------------
NET INCREASE IN NET ASSETS RESULTING
FROM PARTICIPANT TRANSACTIONS 187,470,800 92,022,335
-------------- --------------
NET INCREASE IN NET ASSETS 229,277,309 129,253,287

NET ASSETS
Beginning of year .......................... 2,387,122,071 1,695,482,428
-------------- --------------
End of period .............................. $2,616,399,380 $1,824,735,715
============== ==============

See notes to consolidated financial statements.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
2001 2000
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net increase in net assets resulting
from operations ............................ $ 41,806,509 $ 37,230,952
Adjustments to reconcile net increase in net
assets resulting from operations to net cash
used in operating activities:
Increase in investments .................... (231,307,137) (135,460,291)
Decrease (increase) in other assets ........ (1,161,557) 8,074,687
Decrease in other liabilities .............. (685,988) --
Increase (decrease) in accrued real estate
property level expenses and taxes ........ 1,897,343 (1,546,156)
Increase in security deposits held ......... 375,564 125,994
Increase in minority interest .............. 1,192,976 --
-------------- --------------
NET CASH USED IN
OPERATING ACTIVITIES (187,882,290) (91,574,814)
-------------- --------------

CASH FLOWS FROM PARTICIPANT TRANSACTIONS
Premiums ..................................... 54,863,370 43,377,241
Net participant transfers from TIAA .......... 3,247,366 9,370,357
Net participant transfers from
CREF Accounts .............................. 148,229,089 55,246,632
Annuity and other periodic payments .......... (2,948,575) (1,968,512)
Withdrawals and death benefits ............... (15,920,450) (14,003,383)
-------------- --------------
NET CASH PROVIDED BY
PARTICIPANT TRANSACTIONS 187,470,800 92,022,335
-------------- --------------
NET INCREASE (DECREASE) IN CASH (411,490) 447,521

CASH
Beginning of year ............................ 715,866 617,599
-------------- --------------
End of period ................................ $ 304,376 $ 1,065,120
============== ==============

See notes to consolidated financial statements.

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. The Account holds various properties
in wholly-owned and majority owned subsidiaries which are consolidated for
financial statement purposes.

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, The Townsend Group. 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.

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
consistently followed by the Account, which are in conformity with accounting
principles generally accepted in the United States.

BASIS OF PRESENTATION: The accompanying consolidated financial statements
include the Account and its wholly-owned and majority-owned subsidiaries. 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

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES - (CONCLUDED)

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 REAL ESTATE JOINT VENTURES: Real estate joint venture is stated at
the Account's equity in the net assets of the underlying entity, which values
its real estate holdings at fair value.

VALUATION OF MARKETABLE SECURITIES: Equity securities listed or traded on any
United States national securities exchange are valued at the last sale 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, the
Account is taxed as a segregated asset account of TIAA. The Account should incur
no material federal income tax attributable to the net investment experience of
the Account.

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. 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.

NOTE 3--MANAGEMENT AGREEMENTS - (CONCLUDED)

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 three
months ended March 31, 2001 been acquired at the beginning of the period
(January 1, 2001), rental income and real estate property level expenses and
taxes for the three months ended March 31, 2001 would have increased by
approximately $1,325,000 and $366,000 respectively. In addition, interest income
for the three months ended March 31, 2001 would have decreased by approximately
$820,000. Accordingly, the total proforma effect on the Account's net investment
income for the three months ended March 31, 2001 would have been an increase of
approximately $139,000, if the real estate properties acquired during the three
months ended March 31, 2001 had been acquired at the beginning of the year.

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,
------------
2001 $155,631,461
2002 148,062,017
2003 137,686,776
2004 119,761,574
2005 103,786,073
Thereafter 292,708,319
------------

Total $957,636,220
============

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

NOTE 6--CONDENSED CONSOLIDATED FINANCIAL INFORMATION

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

FOR THE
THREE MONTHS
ENDED FOR THE YEARS ENDED DECEMBER 31,
MARCH 31, ----------------------------------------------------------------
2001 (1) 2000 1999 1998 1997 1996
------------ ----------- ----------- ---------- ---------- ----------
(Unaudited)

Per Accumulation Unit Data:
Rental income ............................... $ 3.777 $ 14.530 $ 12.168 $ 10.425 $ 7.288 $ 6.012
Real estate property
level expenses and taxes .................. 1.210 4.674 3.975 3.403 2.218 1.850
----------- ----------- ----------- ---------- ---------- ----------
Real estate income, net 2.567 9.856 8.193 7.022 5.070 4.162
Income from real estate joint venture ....... 0.026 0.056 -- -- -- --
Dividends and interest ...................... 0.534 2.329 2.292 3.082 2.709 3.309
----------- ----------- ----------- ---------- ---------- ----------
Total income 3.127 12.241 10.485 10.104 7.779 7.471
Expense charges (2) ......................... 0.251 0.998 0.853 0.808 0.580 0.635
----------- ----------- ----------- ---------- ---------- ----------
Investment income, net 2.876 11.243 9.632 9.296 7.199 6.836
Net realized and unrealized
gain on investments ....................... (0.229) 3.995 1.164 0.579 3.987 1.709
----------- ----------- ----------- ---------- ---------- ----------
Net increase in
Accumulation Unit Value ................... 2.647 15.238 10.796 9.875 11.186 8.545
Accumulation Unit Value:
Beginning of year ......................... 158.206 142.968 132.172 122.297 111.111 102.566
----------- ----------- ----------- ---------- ---------- ----------
End of period ............................. $ 160.853 $ 158.206 $ 142.968 $ 132.172 $ 122.297 $ 111.111
=========== =========== =========== ========== ========== ==========

Total return .................................. 1.67% 10.66% 8.17% 8.07% 10.07% 8.33%
Ratios to Average Net Assets:
Expenses (2) ................................ 0.16% 0.67% 0.63% 0.64% 0.58% 0.61%
Investment income, net ...................... 1.80% 7.50% 7.13% 7.34% 7.25% 6.57%
Portfolio turnover rate:
Real estate properties ...................... 0.43% 3.87% 4.46% 0% 0% 0%
Securities .................................. 11.54% 32.86% 27.68% 24.54% 7.67% 15.04%
Thousands of Accumulation Units
outstanding at end of period ................ 15,727 14,605 11,487 8,834 6,313 3,296

(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 minority
interests 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 three months ended March 31, 2001
would be $1.461 ($5.672, $4.828, $4.211, $2.798 and $2.485 for the years
ended December 31, 2000, 1999, 1998, 1997 and 1996 respectively), and the
Ratio of Expenses to Average Net Assets for the three months ended March
31, 2001 would be 0.91% (3.79%, 3.58%, 3.32%, 2.82% and 2.39% for the years
ended December 31, 2000, 1999, 1998, 1997 and 1996 respectively).

NOTE 7--ACCUMULATION UNITS

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

FOR THE FOR THE
THREE MONTHS YEAR
ENDED ENDED
MARCH 31, DECEMBER 31,
2001 2000
---------- ----------
(Unaudited)

Accumulation Units:
Credited for premiums .......................... 342,960 1,074,708
Credited for transfers, net disbursements
and Amounts applied to the Annuity Fund ...... 779,045 2,042,605
Outstanding:
Beginning of year ............................ 14,604,673 11,487,360
---------- ----------
End of period ................................ 15,726,678 14,604,673
========== ==========

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 April 30, 2001, the
Account had four outstanding commitments totaling approximately $60.6 million to
purchase real estate properties.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENT OF INVESTMENTS
MARCH 31, 2001

REAL ESTATE PROPERTIES--75.08%
LOCATION / DESCRIPTION VALUE
ARIZONA:
Biltmore Commerce Center - Office building ................... $ 35,000,000
Southbank Building - Office building ......................... 13,200,000
CALIFORNIA:
88 Kearny Street - Office building ........................... 84,082,854
ABS & CDC Building - Industrial building ..................... 21,212,785
Eastgate Distribution Center - Industrial building ........... 13,800,000
Larkspur Courts - Apartments ................................. 58,600,000
Northpoint Commerce Center - Industrial building ............. 38,800,000
Ontario Industrial Properties - Industrial building .......... 108,000,000
Westcreek - Apartments ....................................... 17,400,000
COLORADO:
Arapahoe Park East - Industrial building ..................... 12,811,428
The Lodge at Willow Creek - Apartments ....................... 31,700,000
Monte Vista - Apartments ..................................... 21,500,000
FLORIDA:
Golfview - Apartments ........................................ 27,400,000
The Greens at Metrowest - Apartments ......................... 14,100,000
Maitland Promenade One - Office building ..................... 39,000,000
Plantation Grove - Shopping center ........................... 7,500,000
Royal St. George - Apartments ................................ 16,650,000
Sawgrass Portfolio - Office building ......................... 55,200,000
Westinghouse Facility - Industrial building ................. 6,200,000
GEORGIA:
Atlanta Industrial Portfolio - Industrial building ........... 39,900,000
ILLINOIS:
Chicago Industrial Portfolio - Industrial building ........... 42,600,000
Columbia Center III - Office building ........................ 42,000,000
Parkview Plaza - Office building ............................. 52,500,000
Rolling Meadows - Shopping center ............................ 11,989,750
IOWA:
Interstate Acres - Industrial building ....................... 12,000,000
KENTUCKY:
IDI Kentucky Portfolio - Industrial building ................. 53,600,000
MARYLAND:
FedEx Distribution Facility - Industrial building ............ 7,600,000
Longview Executive Park - Office building .................... 28,000,000
Saks Distribution Center - Industrial building ............... 31,000,000
MICHIGAN:
Indian Creek - Apartments .................................... 17,250,000
MINNESOTA:
Interstate Crossing - Industrial building .................... 6,300,000
River Road Distribution Center - Industrial building ......... 4,300,000
NEVADA:
UPS Distribution Facility - Industrial building .............. 11,000,000

LOCATION / DESCRIPTION VALUE
NEW JERSEY:
10 Waterview Boulevard - Office building ................... $ 31,400,000
371 Hoes Lane - Office building ............................ 16,207,313
Konica Photo Imaging Headquarters - Industrial building .... 17,300,000
Morris Corporate Center III - Office building .............. 103,199,727
NEW YORK:
780 Third Avenue - Office building ......................... 177,300,000
The Colorado - Apartments .................................. 60,400,000
NORTH CAROLINA:
Lynnwood Collection - Shopping center ...................... 7,900,000
Millbrook Collection - Shopping center ..................... 7,200,000
OHIO:
Bent Tree - Apartments ..................................... 14,463,205
Columbus Portfolio - Office building ....................... 33,800,000
Northmark Business Center - Office building ................ 13,100,000
OREGON:
Five Centerpointe - Office building ........................ 18,428,325
PENNSYLVANIA:
Lincoln Woods - Apartments ................................. 23,800,000
TEXAS:
Butterfield Industrial Park - Industrial building .......... 4,903,400
Dallas Industrial Portfolio - Industrial building .......... 97,112,697
The Legends at Chase Oaks- Apartments ...................... 26,000,000
UTAH:
Landmark at Salt Lake City - Industrial building ........... 14,450,000
VIRGINIA:
Ashford Meadows - Apartments ............................... 64,400,000
Fairgate at Ballston - Office building ..................... 30,800,000
Monument Place - Office building ........................... 36,000,000
River Oaks - Shopping center ............................... 11,000,000
WASHINGTON:
The Bay Court at Harbour Pointe - Apartments ............... 35,000,000
WASHINGTON DC:
1801 K Street N W - Office building ....................... 140,935,610
-------------

TOTAL REAL ESTATE PROPERTIES (Cost $1,888,984,302) ........ 1,967,297,094
-------------

(1) Leasehold interest only.

REAL ESTATE JOINT VENTURE--0.99%
Teachers REA IV, LLC, which owns
Tyson's Executive Plaza II (50% Account Interest) ......... 26,036,425
-------------

TOTAL REAL ESTATE JOINT VENTURE (Cost $24,685,732) ........ 26,036,425
-------------

MARKETABLE SECURITIES--23.93%

REAL ESTATE INVESTMENT TRUSTS--5.57%
SHARES ISSUER
- ------ ------
51,100 Alexandria Real Estate Equities, Inc. ......... 1,929,025
190,000 AMB Property Corporation ...................... 4,674,000
89,900 AMB Property Corp Series A .................... 2,247,500
125,000 Apartment Investment & Management Co .......... 5,556,250
185,700 Archstone Communities Trust ................... 4,568,220
65,000 Avalonbay Communities, Inc. ................... 2,977,650

SHARES ISSUER VALUE
- ------ ------ -----
196,800 Boston Properties, Inc. ....................... $ 7,566,960
205,400 Brandywine Realty Trust ....................... 4,087,460
200,000 Carramerica Realty Series B ................... 4,680,000
98,100 Centerpoint Properties Corp. .................. 4,576,365
30,000 Charles E. Smith Residential Realty ........... 1,364,700
108,100 Corporate Office Properties Trust, Inc. ....... 1,028,031
201,900 Cousins Properties, Inc. ...................... 5,049,519
90,000 Developers Diversified Realty Corp. ........... 2,052,000
271,300 Duke-Weeks Realty Corp. ....................... 6,280,595
370,913 Equity Office Properties Trust ................ 10,385,564
196,700 Equity Residential Properties Trust ........... 10,234,301
25,000 Federal Realty Investment Trust Pfd ........... 570,000
98,300 Gables Residential Trust, Series A Pfd. ....... 2,290,390
103,600 Hilton Hotels Corp. ........................... 1,082,620
225,000 Home Properties of New York, Inc. ............. 6,412,500
50,000 Hospitality Properties Trust .................. 1,320,000
161,600 Host Marriott Corp. ........................... 1,887,488
26,000 Istar Financial, Pfd Series C ................. 565,500
89,000 Kimco Realty Corp. ............................ 3,827,000
206,650 Macerich Company .............................. 4,535,967
65,000 Mack-Cali Realty Corp. ........................ 1,755,000
82,100 Manufactured Home Communities, Inc. ........... 2,216,700
200,000 Mission West Properties Inc. .................. 2,540,000
276,600 Prologis Trust ................................ 5,554,128
19,900 Prologis Trust Series A Pfd. .................. 502,475
237,700 Public Storage, Inc. .......................... 6,239,625
22,300 Rouse Company ................................. 576,678
280,900 Simon Property Group, Inc. .................... 7,191,040
170,000 Spieker Properties, Inc. ...................... 9,324,500
95,000 Starwood Hotels & Resorts Worldwide ........... 3,230,950
35,500 Storage USA, Inc. ............................. 1,156,590
95,000 Sun Communities, Inc. ......................... 3,135,000
35,000 Taubman Centers, Inc Series A Pfd. ............ 701,050
-------------

TOTAL REAL ESTATE INVESTMENT TRUSTS
(Cost $146,570,388).......................................... 145,873,341
-------------

COMMERCIAL PAPER--18.36%
$ 30,000,000 Barclay U.S. Funding Corp
5.25% 04/02/01 .............................. 29,991,376
25,000,000 Bellsouth Corp
4.96% 05/01/01 .............................. 24,894,334
25,000,000 Beta Finance Inc
5.00% 05/03/01 .............................. 24,887,542
17,000,000 Ciesco LP
5.15% 04/05/01 .............................. 16,987,698
30,000,000 Ciesco LP
4.80 % 05/03/01 ............................. 29,864,884
19,600,000 Ciesco LP
5.00% 05/03/01 .............................. 19,511,833
21,000,000 Coca-Cola Enterprise, Inc
5.10% 04/20/01 .............................. 20,941,970
17,500,000 Corporate Asset Funding Corp, Inc
5.15% 04/03/01 .............................. 17,492,392
6,600,000 Corporate Asset Funding Corp, Inc
5.35% 04/06/01 .............................. 6,594,308
20,000,000 Corporate Asset Funding Corp, Inc
5.08% 04/19/01 .............................. 19,947,488

PRINCIPAL ISSUER, COUPON AND MATURITY DATE VALUE
$ 13,500,000 Eastman Kodak Co
5.25% 05/09/01 .............................. $ 13,428,318
17,292,000 Enterprise Funding Corporation
5.25% 04/02/01 .............................. 17,287,029
11,700,000 Enterprise Funding Corporation
4.98% 04/23/01 .............................. 11,662,775
29,500,000 Federal Home Loan Banks
4.69% 05/18/01 .............................. 29,312,716
19,980,000 Federal Home Loan Mortgage Corp
4.95% 04/10/01 .............................. 19,952,893
35,000,000 Federal National Mortgage Association
4.74% 04/19/01 .............................. 34,910,108
14,400,000 Gannett Inc
5.00% 04/20/01 .............................. 14,360,168
7,800,000 Harley-Davidson Funding Corp
5.23% 04/02/01 .............................. 7,797,753
12,100,000 Harley-Davidson Funding Corp
4.98% 05/14/01 .............................. 12,027,410
20,000,000 Paccar Financial Corp
4.95% 04/05/01 .............................. 19,985,416
8,994,000 Parker Hannifin Corp
5.03% 04/25/01 .............................. 8,962,908
50,000,000 Preferred Receivables Funding Corp
4.96% 04/11/01 .............................. 49,922,224
11,000,000 Sherwin-Williams Co
5.00% 05/02/01 .............................. 10,952,019
9,600,000 St Paul Cos Inc
4.97% 05/02/01 .............................. 9,557,501
10,000,000 Verizon Network Funding Corp
5.45% 04/10/01 .............................. 9,985,993
--------------

TOTAL COMMERCIAL PAPER (Amortized cost $481,280,630) .......... 481,219,056
--------------

TOTAL MARKETABLE SECURITIES (Cost $627,851,018) ............... 627,092,397
--------------

TOTAL INVESTMENTS--100.00% (Cost $2,541,521,052) .............. $2,620,425,916
==============

See notes to consolidated financial statements.

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

At March 31, 2001, the TIAA Real Estate Account owned a total of 57 real
estate properties, representing 76.1% of the Account's total investment
portfolio. (The total number of properties reflects the consolidation of certain
properties into single portfolios.) These included 19 office properties (one of
which is held in joint venture), 19 industrial properties (including one
development project joint venture), 14 apartment complexes, and 5 neighborhood
shopping centers.

The Account purchased one industrial property portfolio and sold one office
property during the first quarter of 2001. 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 March 31, 2001, the Account also held investments in commercial
paper, representing 18.3% of the portfolio and real estate investment trusts
(REITs), representing 5.6% of the portfolio.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO
THREE MONTHS ENDED MARCH 31, 2000:

The Account's total net return was 1.67% for the three months ended March
31, 2001 and 2.15% for the same quarter in 2000. The decline was due to various
factors including a decrease in the value of the Account's REIT holdings and in
certain real estate assets, as well as the unpredicted historically high net
transfers into the Account in January and February 2001. Until this large influx
of money can be appropriately invested in real estate, it has been invested in
short-term investments, which tend to produce relatively lower returns.

The Account had net realized and unrealized losses of $3,458,126 for the
three month period ended March 31, 2001 compared with net realized and
unrealized gains on investments of $5,456,092 for the same period in 2000. This
difference was due for the most part to the decrease in value in the Account's
marketable securities (primarily its REIT holdings) in the first quarter of
2001, in contrast to the first quarter of 2000 where the Account had substantial
realized and unrealized gains on its marketable securities. Also, the aggregate
market value of the Account's real estate holdings decreased during the first
quarter of 2001 while it increased during the same period in 2000.

The Account's net investment income, after deduction of all expenses, was
$45,264,635 for the three months ended March 31, 2001 and $31,774,860 for the
three months ended March 31, 2000, a 43% increase. This increase was primarily
the result of a 43% increase in net

assets and a 51% increase in the Account's real estate holdings during the
period from March 31, 2000 to March 31, 2001. The Account's real estate holdings
generated approximately 83% and 80% of the Account's total investment income
(before deducting Account level expenses) during the three months ended March
31, 2001 and March 31, 2000, respectively. The remaining portion of the
Account's total investment income was generated by investments in marketable
securities.

Gross real estate rental income was $59,448,864 for the three months ended
March 31, 2001 and $41,821,067 for the same period in 2000. This increase was
primarily due to the increase in the number of properties owned by the Account -
from 52 properties at the end of the first quarter of 2000 to 57 properties at
the end of the first quarter of 2001. (The total number of properties as of
March 31, 2001 reflects the consolidation of certain properties into single
portfolios.) Interest and dividend income on the Account's marketable securities
investments increased from $6,872,769 for the first quarter of 2000 to
$8,402,799 for the first quarter of 2001. This increase was due primarily to the
fact that the Account had more money invested in marketable securities as the
Account's net asset base grew.

Total property level expenses for the three months ended March 31, 2001
were $19,039,655, of which $12,504,540 represented operating expenses and
$6,535,115 were attributable to real estate taxes. Total property level expenses
for the three months ended March 31, 2000 were $13,863,320, of which $8,971,080
represented operating expenses and $4,892,240 were attributable to real estate
taxes. The increase in property level expenses reflected the increased number of
properties in the Account.

The Account also incurred expenses for the three months ended March 31,
2001 and 2000 of $2,318,695 and $1,538,682, respectively, for investment
advisory services, $1,021,735 and $1,043,496, respectively, for administrative
and distribution services, and $613,052 and $473,478, respectively, for
mortality and expense risk charges and liquidity guarantee charges. Such
expenses increased as a result of the larger net asset base of the Account.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001 and 2000, the Account's liquid assets (i.e., its cash,
REITs, short- and intermediate-term investments, and government securities) had
a value of $627,396,773 and $506,393,070, respectively. For the three months
ended March 31,2001, the Account received $54,863,370 in premiums and
$151,476,455 in net participant transfers from other TIAA and CREF accounts,
while for the same period in 2000, the Account received $43,377,241 in premiums
and $64,616,989 in net participant transfers from other TIAA and CREF accounts.
Management believes that the unprecedented high volume of net participant
transfers into the Account during January and February 2001 was related to the
decline in the equity markets. As of March 31, 2001, the Account received $8.8
million in proceeds from the sale of a property.

We plan to use much of the Account's liquid assets, exclusive of the REITs,
to purchase additional real estate properties. The remaining liquid assets,
exclusive of the REITs, will continue to be primarily invested in marketable
securities to meet expense needs and redemption

requests (e.g., cash withdrawals or transfers). In the unlikely event that 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES.

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)(1)

(B) Bylaws of TIAA (as amended)(2)

(4) (A) Forms of RA, GRA, GSRA, SRA, and IRA Real Estate Account
Endorsements3 and Keogh Contract(4)

(B) Forms of Income-Paying Contracts(3)

(10) (A) Independent Fiduciary Agreement by and among TIAA, the
Registrant, and The Townsend Group(4)

(B) Custodial Services Agreement by and between TIAA and Morgan
Guaranty Trust Company of New York with respect to the Real
Estate Account(3)

(C) Distribution and Administrative Services Agreement by and between
TIAA and TIAA-CREF Individual & Institutional Services, Inc. (as
amended) (filed previously as Exhibit (1))(1)

- ----------

1 - Previously filed and incorporated herein by reference to the Account's
Registration statement on Form S-1 filed April 27, 2001. (File No. 333-59778).

2 - Previously filed and incorporated herein by reference to the Account's Form
10-Q Quarterly Report for the period ended September 30, 1997 filed November 13,
1997 (File No. 33-92990).

3 - 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).

4 - Previously filed and incorporated herein by reference to Post-Effective
Amendment No. 6 to the Account's Registration Statement on Form S-1 filed April
26, 2000 (File No. 333-22809).

(b) REPORTS ON 8-K. The Account filed a report on Form 8-K on January 9, 2001
under Item 5 of the form with respect to the acquisition of properties for its
portfolio.

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: May 14, 2001
TIAA REAL ESTATE ACCOUNT

By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By: /s/ Lisa Snow
------------------------------
Lisa Snow
Vice President and
Chief Counsel, Corporate Law

DATE: May 14, 2001
By: /s/ Richard L. Gibbs
------------------------------
Richard L. Gibbs
Executive Vice President
(Principal Accounting Officer)