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 June 30, 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
JUNE 30, 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

JUNE 30, DECEMBER 31,
2001 2000
-------------- --------------
(Unaudited)

ASSETS
Investments, at value:
Real estate properties
(cost: $1,968,087,638 and $1,818,143,290) ......... $2,046,497,775 $1,899,254,344
Real estate joint venture
(cost: $24,712,659 and $24,674,574) ............... 26,059,389 26,035,867
Mortgages
(cost: $3,042,823 and $-) ......................... 3,042,823 --
Marketable securities
(cost: $778,750,067 and $462,959,529) ............ 789,448,616 463,828,568
Cash .................................................... 1,705,986 715,866
Other ................................................... 33,045,573 33,265,757
-------------- --------------
TOTAL ASSETS 2,899,800,162 2,423,100,402
-------------- --------------
LIABILITIES
Accrued real estate property level expenses and taxes ... 28,465,189 24,396,036
Security deposits held .................................. 7,473,493 6,817,972
Other ................................................... 2,665,729 1,736,106
-------------- --------------
TOTAL LIABILITIES 38,604,411 32,950,114
-------------- --------------
MINORITY INTEREST IN SUBSIDIARY ........................... 6,802,372 3,028,217
-------------- --------------
NET ASSETS
Accumulation Fund ....................................... 2,759,599,489 2,310,540,978
Annuity Fund ............................................ 94,793,890 76,581,093
-------------- --------------
TOTAL NET ASSETS $2,854,393,379 $2,387,122,071
============== ==============
NUMBER OF ACCUMULATION UNITS OUTSTANDING--Notes 6 and 7 ... 16,785,579 14,604,673
============== ==============
NET ASSET VALUE, PER ACCUMULATION UNIT--Note 6 ............ $ 164.40 $ 158.21
============== ==============

See notes to consolidated financial statements.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ----------------------------
2001 2000 2001 2000
---- ---- ---- ----

INVESTMENT INCOME
Real estate income, net:
Rental income................................................ $62,149,427 $45,451,394 $121,598,291 $87,272,461
----------- ----------- ------------ -----------
Real estate property level expenses and taxes:
Operating expenses......................................... 12,312,364 9,200,527 24,816,904 18,171,607
Real estate taxes.......................................... 7,264,840 5,670,503 13,799,954 10,562,743
----------- ----------- ------------ -----------

Total real estate property level expenses and taxes 19,577,204 14,871,030 38,616,858 28,734,350
----------- ----------- ------------ -----------
Real estate income, net 42,572,223 30,580,364 82,981,433 58,538,111
Income from real estate joint venture............................ 522,505 -- 928,614 --
Interest......................................................... 6,489,152 6,377,999 12,705,091 11,618,938
Dividends........................................................ 2,006,510 1,793,216 4,193,370 3,425,046
----------- ----------- ------------ -----------
TOTAL INCOME 51,590,390 38,751,579 100,808,508 73,582,095
----------- ----------- ------------ -----------
Expenses--Note 3:
Investment advisory charges.................................... 295,579 1,069,798 2,614,274 2,608,480
Administrative and distribution charges........................ 2,677,140 1,031,627 3,698,876 2,075,123
Mortality and expense risk charges............................. 475,251 332,914 909,110 638,503
Liquidity guarantee charges.................................... 211,114 172,176 390,307 340,065
----------- ----------- ------------ -----------
TOTAL EXPENSES 3,659,084 2,606,515 7,612,567 5,662,171
----------- ----------- ------------ -----------
INVESTMENT INCOME, NET 47,931,306 36,145,064 93,195,941 67,919,924
----------- ----------- ------------ -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on :
Real estate properties....................................... 536 -- 1,099,420 --
Marketable securities........................................ 513,917 58,263 393,429 (89,185)
----------- ----------- ------------ -----------
Net realized gain (loss) on investments 514,453 58,263 1,492,849 (89,185)
----------- ----------- ------------ -----------
Net change in unrealized appreciation (depreciation) on:
Real estate properties....................................... 97,345 5,692,221 (2,700,917) 8,186,096
Real estate joint venture.................................... (3,963) -- (14,563) --
Marketable securities........................................ 11,457,170 8,352,115 9,829,510 11,461,780
----------- ----------- ------------ -----------
Net change in unrealized appreciation
(depreciation) on investments 11,550,552 14,044,336 7,114,030 19,647,876
----------- ----------- ------------ -----------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS 12,065,005 14,102,599 8,606,879 19,558,691
----------- ----------- ------------ -----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS BEFORE MINORITY INTEREST 59,996,311 50,247,663 101,802,820 87,478,615
Minority interest in net increase in net assets
resulting from operations...................................... (448,023) -- (448,023) --
----------- ----------- ------------ -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $59,548,288 $50,247,663 $101,354,797 $87,478,615
=========== =========== ============ ===========

See notes to consolidated financial statements.

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

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- --------------------------------
2001 2000 2001 2000
---- ---- ---- ----

FROM OPERATIONS
Investment income, net.................................. $ 47,931,306 $ 36,145,064 $ 93,195,941 $ 67,919,924
Net realized gain (loss) on investments................. 514,453 58,263 1,492,849 (89,185)
Net change in unrealized
appreciation (depreciation) on investments............ 11,550,552 14,044,336 7,114,030 19,647,876
Minority interest in net increase in net assets
resulting from operations.............................. (448,023) -- (448,023) --
-------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 59,548,288 50,247,663 101,354,797 87,478,615
-------------- -------------- -------------- --------------
FROM PARTICIPANT TRANSACTIONS
Premiums................................................ 59,500,683 38,063,819 114,364,053 81,441,060
Net transfers from TIAA................................. 11,679,977 9,525,128 11,680,162 18,895,485
Net transfers from CREF Accounts........................ 125,480,574 91,246,205 276,956,844 146,492,837
Annuity and other periodic payments..................... (2,563,565) (1,804,084) (5,512,140) (3,772,596)
Withdrawals and death benefits.......................... (15,651,958) (10,390,316) (31,572,408) (24,393,699)
-------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS RESULTING
FROM PARTICIPANT TRANSACTIONS 178,445,711 126,640,752 365,916,511 218,663,087
-------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS 237,993,999 176,888,415 467,271,308 306,141,702
NET ASSETS
Beginning of period..................................... 2,616,399,380 1,824,735,715 2,387,122,071 1,695,482,428
-------------- -------------- -------------- --------------
End of period........................................... $2,854,393,379 $2,001,624,130 $2,854,393,379 $2,001,624,130
============== ============== ============== ==============

See notes to consolidated financial statements.

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

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------------- -------------------------------
2001 2000 2001 2000
---- ---- ---- ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations...... $ 59,548,288 $ 50,247,663 $ 101,354,797 $ 87,478,615
Adjustments to reconcile net increase in net assets
resulting from operations to net cash used in
operating activities:
Increase in investments.................................. (244,622,687) (176,198,105) (475,929,824) (311,658,396)
Decrease (increase) in other assets...................... 1,381,741 (4,788,559) 220,184 3,286,128
Increase in payable for securities transactions.......... 1,615,611 467,990 929,623 467,990
Increase in accrued real estate property level
expenses and taxes..................................... 2,171,810 2,519,963 4,069,153 973,807
Increase in security deposits held....................... 279,957 334,823 655,521 460,817
Increase in minority interest............................ 2,581,179 -- 3,774,155 --
NET CASH USED IN
OPERATING ACTIVITIES (177,044,101) (127,416,225) (364,926,391) (218,991,039)
-------------- ------------- ------------- -------------
CASH FLOWS FROM PARTICIPANT TRANSACTIONS
Premiums.................................................. 59,500,683 38,063,819 114,364,053 81,441,060
Net transfers from TIAA................................... 11,679,977 9,525,128 11,680,162 18,895,485
Net transfers from CREF Accounts.......................... 125,480,574 91,246,205 276,956,844 146,492,837
Annuity and other periodic payments....................... (2,563,565) (1,804,084) (5,512,140) (3,772,596)
Withdrawals and death benefits............................ (15,651,958) (10,390,316) (31,572,408) (24,393,699)
-------------- ------------- ------------- -------------
NET CASH PROVIDED BY
PARTICIPANT TRANSACTIONS 178,445,711 126,640,752 365,916,511 218,663,087
-------------- ------------- ------------- -------------

NET INCREASE (DECREASE) IN CASH 1,401,610 (775,473) 990,120 (327,952)
CASH
Beginning of period....................................... 304,376 1,065,120 715,866 617,599
-------------- ------------- ------------- -------------
End of period............................................. $ 1,705,986 $ 289,647 $ 1,705,986 $ 289,647
============== ============= ============= =============

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 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 appraisal. The independent fiduciary reviews and approves
any such

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

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 MORTGAGES: Mortgages 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.

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
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.

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

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.

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 property which was purchased during the six months
ended June 30, 2001 been acquired at the beginning of the period (January 1,
2001), rental income and real estate property level expenses and taxes for the
six months ended June 30, 2001 would have increased by approximately $5,191,000
and $1,440,000, respectively. In addition, interest income for the six months
ended June 30, 2001 would have decreased by approximately $2,769,000.
Accordingly, the total proforma effect on the Account's net investment income
for the six months ended June 30, 2001 would have been an increase of
approximately $982,000, if the real estate property acquired during the six
months ended June 30, 2001 had been acquired at the beginning of the period.

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 $159,507,576
2002 155,093,262
2003 144,474,373
2004 124,859,870
2005 106,855,149
Thereafter 296,577,439
------------

Total $987,367,669
============

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

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

NOTE 6--CONDENSED CONSOLIDATED FINANCIAL INFORMATION

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

FOR THE
SIX MONTHS
ENDED FOR THE YEARS ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------------------
2001 (1) 2000 1999 1998 1997 1996
-------- -------- -------- -------- -------- --------
(Unaudited)

Per Accumulation Unit data:
Rental income ................................. $ 7.434 $ 14.530 $ 12.168 $ 10.425 $ 7.288 $ 6.012
Real estate property
level expenses and taxes .................... 2.361 4.674 3.975 3.403 2.218 1.850
-------- -------- -------- -------- -------- --------
Real estate income, net 5.073 9.856 8.193 7.022 5.070 4.162
Income from real estate joint venture ......... 0.057 0.056 -- -- -- --
Dividends and interest ........................ 1.033 2.329 2.292 3.082 2.709 3.309
-------- -------- -------- -------- -------- --------
Total income 6.163 12.241 10.485 10.104 7.779 7.471
Expense charges (2) ........................... 0.465 0.998 0.853 0.808 0.580 0.635
-------- -------- -------- -------- -------- --------
Investment income, net 5.698 11.243 9.632 9.296 7.199 6.836
Net realized and unrealized
gain on investments ......................... 0.499 3.995 1.164 0.579 3.987 1.709
-------- -------- -------- -------- -------- --------
Net increase in
Accumulation Unit Value ..................... 6.197 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 ............................... $164.403 $158.206 $142.968 $132.172 $122.297 $111.111
======== ======== ======== ======== ======== ========

Total return ................................... 3.92% 10.66% 8.17% 8.07% 10.07% 8.33%
Ratios to Average Net Assets:
Expenses (2) ................................ 0.29% 0.67% 0.63% 0.64% 0.58% 0.61%
Investment income, net ...................... 3.56% 7.50% 7.13% 7.34% 7.25% 6.57%
Portfolio turnover rate:
Real estate properties ...................... 0.44% 3.87% 4.46% 0% 0% 0%
Securities .................................. 22.39% 32.86% 27.68% 24.54% 7.67% 15.04%
Thousands of Accumulation Units
outstanding at end of period ................ 16,786 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 six months ended June 30, 2001 would
be $2.826 ($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 six months ended June 30, 2001
would be 1.76% (3.79%, 3.58%, 3.32%, 2.82% and 2.39% for the years ended
December 31, 2000, 1999, 1998, 1997 and 1996, respectively).

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

NOTE 7--ACCUMULATION UNITS

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

FOR THE FOR THE
SIX MONTHS YEAR
ENDED ENDED
JUNE 30, DECEMBER 31,
2001 2000
---------- ----------
(Unaudited)
Accumulation Units:
Credited for premiums ........................... 707,922 1,074,708
Credited for transfers, net disbursements and
amounts applied to the Annuity Fund ........... 1,472,984 2,042,605
Outstanding:
Beginning of year ............................. 14,604,673 11,487,360
---------- ----------
End of period ................................. 16,785,579 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 June 30, 2001, the
Account had one outstanding commitment totaling approximately $28 million to
purchase a real estate property, and one outstanding commitment totaling $12
million to sell a property.

TIAA REAL ESTATE ACCOUNT
CONSOLIDATED STATEMENT OF INVESTMENTS
JUNE 30, 2001

REAL ESTATE PROPERTIES--71.43%
LOCATION / DESCRIPTION VALUE
- ---------------------- -----
ARIZONA:
Biltmore Commerce Center - Office building ............... $ 35,104,282
Southbank Building - Office building ..................... 13,571,656
CALIFORNIA:
88 Kearny Street - Office building ....................... 84,165,518
Cabot Industrial Portfolio - Industrial building ......... 30,165,575
Eastgate Distribution Center - Industrial building ....... 13,950,000
Larkspur Courts - Apartments ............................. 56,200,000
Northpoint Commerce Center - Industrial building ......... 38,800,000
Ontario Industrial Properties - Industrial building ...... 108,000,000
Westcreek - Apartments ................................... 17,600,000
COLORADO:
Arapahoe Park East - Industrial building ................. 13,184,474
The Lodge at Willow Creek - Apartments ................... 32,300,000
Monte Vista - Apartments ................................. 21,813,040
FLORIDA:
Golfview - Apartments .................................... 27,400,000
The Greens at Metrowest - Apartments ..................... 14,100,000
Maitland Promenade One - Office building ................. 39,113,140
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 ............. 5,900,000
GEORGIA:
Atlanta Industrial Portfolio - Industrial building ....... 40,500,000
ILLINOIS:
Chicago Industrial Portfolio - Industrial building ....... 42,600,000
Columbia Center III - Office building .................... 40,000,000
Parkview Plaza - Office building ......................... 52,500,000
Rolling Meadows - Shopping center ........................ 12,190,000
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 ................ 27,800,101
Saks Distribution Center - Industrial building ........... 31,080,000
MASSACHUSETTS
Batterymarch Park II - Office building ..................... 17,813,972
MICHIGAN:
Indian Creek - Apartments ................................ 17,250,000
MINNESOTA:
Interstate Crossing - Industrial building ................ 6,309,697
River Road Distribution Center - Industrial building ..... 4,050,000
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 .......................... 14,691,963
Konica Photo Imaging Headquarters - Industrial building .. 17,400,000
Morris Corporate Center III - Office building ............ 105,134,000
South River Road Industrial - Industrial building ........ 33,711,864
NEW YORK:
780 Third Avenue - Office building ....................... 178,500,000
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 ................................... 14,501,347
Bisys Fund Services Building - Office building ........... 19,038,875
Columbus Portfolio - Office building ..................... 30,338,250
Northmark Business Center - Office building .............. 12,900,000
OREGON:
Five Centerpointe - Office building ...................... 18,600,828
PENNSYLVANIA:
Lincoln Woods - Apartments ............................... 24,000,000
TEXAS:
Butterfield Industrial Park - Industrial building ........ 4,900,000(1)
Dallas Industrial Portfolio - Industrial building ........ 97,200,000
The Legends at Chase Oaks- Apartments .................... 26,000,000
UTAH:
Landmark at Salt Lake City - Industrial building ......... 14,450,000
VIRGINIA:
Ashford Meadows - Apartments ............................. 64,408,662
Fairgate at Ballston - Office building ................... 30,908,233
Monument Place - Office building ......................... 36,000,000
River Oaks - Shopping center ............................. 10,900,000
WASHINGTON:
The Bay Court at Harbour Pointe - Apartments ............. 35,000,000
WASHINGTON DC:
1801 K Street N W - Office building ...................... 144,002,298
--------------

TOTAL REAL ESTATE PROPERTIES (Cost $1,968,087,638) ....... 2,046,497,775
--------------

(1) Leasehold interest only.

REAL ESTATE JOINT VENTURE--0.91%
Teachers REA IV, LLC, which owns
Tyson's Executive Plaza II (50% Account Interest) ........ 26,059,389
--------------

TOTAL REAL ESTATE JOINT VENTURE (Cost $24,712,659) ....... 26,059,389
--------------

MORTGAGES--0.11%
The Georgetown Company - a 90% participation in
a construction loan with a total commitment of
$13 million, bearing interest payable monthly at
LIBOR plus 200 basis points, currently 5.81%,
due April 1, 2003 with an option to extend to
April 1, 2004 ............................................ 3,042,823
--------------

TOTAL MORTGAGES (Cost $3,042,823) ........................ 3,042,823
--------------

MARKETABLE SECURITIES--27.55%

REAL ESTATE INVESTMENT TRUSTS--5.03%
SHARES ISSUER VALUE
- ------ ------ -----
35,000 Alexandria Real Estate Equities, Inc. ........ $ 1,393,000
190,000 AMB Property Corporation ..................... 4,894,400
89,900 AMB Property Corp Series A Pfd. .............. 2,261,884
85,000 Apartment Investment & Management Co ......... 4,097,000
185,700 Archstone Communities Trust .................. 4,787,346
65,000 Avalonbay Communities, Inc. .................. 3,038,750
196,800 Boston Properties, Inc. ...................... 8,049,120
205,400 Brandywine Realty Trust ...................... 4,611,230
200,000 Carramerica Realty Series B Pfd. ............. 4,930,000
73,100 Centerpoint Properties Corp. ................. 3,669,620
15,000 Charles E. Smith Residential Realty .......... 752,250
74,700 Corporate Office Properties Trust, Inc. ...... 747,000
201,900 Cousins Properties, Inc. ..................... 5,421,015
90,000 Developers Diversified Realty Corp Pfd. ...... 2,160,000
241,300 Duke-Weeks Realty Corp. ...................... 5,996,305
370,913 Equity Office Properties Trust ............... 11,731,978
196,700 Equity Residential Properties Trust Co. ...... 11,123,385
25,000 Federal Realty Investment Trust Pfd .......... 606,250
98,300 Gables Residential Trust Series A Pfd ........ 2,364,115
145,000 Hilton Hotels Corp. .......................... 1,682,000
150,000 Home Properties of New York, Inc. ............ 4,515,000
256,800 Host Marriott Corp (New) ..................... 3,215,136
89,000 Kimco Realty Corp. ........................... 4,214,150
161,650 Macerich Company ............................. 4,008,920
82,100 Manufactured Home Communities, Inc. .......... 2,307,010
190,000 Mission West Properties Inc. ................. 2,299,000
276,600 Prologis Trust ............................... 6,284,352
202,700 Public Storage, Inc. ......................... 6,010,055
280,900 Simon Property Group, Inc. ................... 8,418,573
140,000 Spieker Properties, Inc. ..................... 8,393,000
184,000 Starwood Hotels & Resorts Worldwide .......... 6,859,520
95,000 Sun Communities, Inc. ........................ 3,358,250
--------------

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $133,537,749) ... 144,199,614
--------------

COLLATERALIZED MORTGAGE BACKED SECURITIES--2.48%
PRINCIPAL ISSUER, CURRENT RATE AND MATURITY DATE
- -------------- --------------------------------------
$ 11,000,000 Ball 2001-116A B
4.654% 09/17/05.............................. 11,000,000
10,000,000 GSMS 2001-Rock A2FL
6.000% 05/03/11.............................. 10,000,000
10,000,000 JPMCC 2001-FL1A B
4.205% 06/13/13.............................. 10,000,000
10,000,000 MSDW Capital
4.823% 02/03/11.............................. 10,040,020
10,000,000 Opryland Hotel Trust
4.520% 04/01/04.............................. 10,013,250
7,500,000 Strategic Hotel Cap
4.553% 04/17/06.............................. 7,500,000
7,500,000 Strategic Hotel Cap
5.313% 04/17/06.............................. 7,500,000

PRINCIPAL ISSUER, CURRENT RATE AND MATURITY DATE VALUE
- --------- -------------------------------------- -----
$ 5,000,000 Trize 2001-TZHA A3FL
4.866% 03/15/13............................... $ 5,000,000
--------------

TOTAL COLLATERALIZED MORTGAGE BACKED SECURITIES
(Cost $71,004,688) ...................................... 71,053,270
--------------

COMMERCIAL PAPER--20.04%
PRINCIPAL ISSUER, COUPON AND MATURITY DATE
- --------- -------------------------------------
44,600,000 Abbot Laboratories
3.97% 07/03/01............................... 44,585,544
36,350,000 American Honda Finance, Corp
4.20% 07/20/01............................... 36,273,878
50,000,000 Asset Securitization Cooperative Corp
3.95% 07/11/01............................... 49,941,321
29,200,000 Bellsouth Corp
3.78% 07/05/01............................... 29,184,036
50,000,000 CC (USA), Inc
3.99% 08/15/01............................... 49,762,707
30,000,000 Corporate Asset Funding Corp, Inc
4.00 % 07/06/01.............................. 29,980,524
2,655,000 Delaware Funding Corp
3.95% 07/09/01............................... 2,652,452
26,400,000 Delaware Funding Corp
3.95% 07/10/01............................... 26,371,840
23,950,000 Federal Home Loan Mortgage Corp
3.55% 09/13/01............................... 23,768,822
24,797,000 Gannett, Inc
3.85% 07/09/01............................... 24,773,134
20,000,000 Govco Incorporated
4.70% 07/03/01............................... 19,993,923
14,000,000 Harley-Davidson Funding Corp
4.02% 07/03/01............................... 13,995,482
28,000,000 Morgan Stanley Dean Witter
3.80% 07/02/01............................... 27,993,833
32,067,000 Motiva Enterprises LLC
4.20% 07/02/01............................... 32,060,294
20,000,000 Newell Rubbermaid, Inc
3.88% 09/04/01............................... 19,864,062
22,250,000 Paccar Financial Corp
3.95% 07/03/01............................... 22,242,776
16,501,000 Paccar Financial Corp
3.74% 07/30/01............................... 16,449,285
15,600,000 Saint Paul Companies (The)
3.77% 08/10/01............................... 15,533,201
14,000,000 Sigma Finance Inc
3.95% 09/13/01............................... 13,892,181
25,000,000 Wal-Mart Stores
3.77% 07/09/01............................... 24,975,883
50,000,000 Walt Disney Co
4.20% 07/19/01............................... 49,900,554
--------------

TOTAL COMMERCIAL PAPER (Amortized cost $574,207,630) ........ 574,195,732
--------------

TOTAL MARKETABLE SECURITIES (Cost $778,750,067).............. 789,448,616
--------------

TOTAL INVESTMENTS--100.00% (Cost $2,774,593,187)............. $2,865,048,603
==============

See notes to consolidated financial statements.

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

As of June 30, 2001, the TIAA Real Estate Account owned a total of 60
real estate properties, representing 71.5% of the Account's total investment
portfolio. These included 21 office properties (one of which is held in joint
venture), 20 industrial properties (including one development joint venture
project), 14 apartment complexes, and 5 neighborhood shopping centers.

During the second quarter, the Account purchased two suburban office
properties and two industrial properties. One of the industrial properties is
the second building to be developed in the existing development project joint
venture. 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, there is significant competition for institutional quality real estate.

As of June 30, 2001, the Account also held investments in commercial
paper representing 20.0% of the portfolio, real estate investment trusts (REITs)
representing 5.0% of the portfolio, and other real estate related investments,
including commercial mortgage-backed securities (CMBS), representing 2.5% of the
portfolio and a mortgage, representing 0.1% of the portfolio.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO
SIX MONTHS ENDED JUNE 30, 2000

The Account's total net return was 3.92% for the six months ended June
30, 2001 and 4.88% for the same period in 2000. The decline was due to the
performance of each asset type, i.e., real estate, REITs, and commercial paper,
which was down in the six months ended June 30, 2001 as compared to the same
period in 2000.

The Account had net realized and unrealized gains on investments of
$8,606,879 and $19,558,691 for the six months ended June 30, 2001 and 2000,
respectively. The decrease was primarily due to a decrease in the aggregate
market value of the Account's real estate holdings during the first half of
2001, which had increased substantially during the same period in 2000. In
addition, there was a decrease in value in the Account's marketable securities,
primarily its REIT holdings, in the first half of 2001, in contrast to the same
period in 2000.

The Account's net investment income, after deduction of all expenses,
was $93,195,941 for the six months ended June 30, 2001 and $67,919,924 for the
same period in 2000. The 37% increase was primarily a result of a 43% increase
in net assets and a 36% increase in the Account's real estate holdings during
the period from June 30, 2001 to June 30, 2000. 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 six months ending
June

30, 2001 and 2000, respectively. The remaining portion of the Account's total
investment income was generated by marketable securities investments.

Gross real estate rental income was $121,598,291 for the six months
ended June 30, 2001 and $87,272,461 for the same period in 2000. This increase
was primarily due to the increase in the number of properties owned by the
Account -- from 55 properties as of June 30, 2000 to 60 properties as of June
30, 2001. Interest and dividend income on the Account's marketable securities
investments increased from $15,043,984 for the first half of 2000 to $16,898,461
for the first half of 2001. This increase is due primarily to the fact that the
Account had more money invested in marketable securities as its net asset base
grew.

Total property level expenses for the six months ended June 30, 2001
were $38,616,858, of which $24,816,904 represented operating expenses and
$13,799,954 was attributable to real estate taxes. Total property level expenses
for the same period in 2000 were $28,734,350, of which $18,171,607 was
attributable to operating expenses and $10,562,743 was attributable to real
estate taxes. The increase in property level expenses during the first six
months of 2001 reflected the increased number of properties in the Account.

The Account also incurred expenses for the six months ended June 30,
2001 and 2000 of $2,614,274 and $2,608,480, respectively, for investment
advisory services, $3,698,876 and $2,075,123, respectively, for administrative
and distribution services and $1,299,417 and $978,568, respectively, for the
mortality and expense risk charges and the liquidity guarantee charges. Such
expenses increased as a result of the larger net asset base in the Account.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO
THREE MONTHS ENDED JUNE 30, 2000

For the three months ended June 30, 2001, the Account's total net
return was 2.21%. This was 54 basis points higher than the return for the first
three months of 2001, but lower than the return of 2.67% for the same period in
2000. The returns were lower in the 2001 period as compared with 2000 period
since the Account's real estate properties did not appreciate nearly as much as
they did during 2000. The Account's net investment income, after deduction of
all expenses, was $47,931,306 for the three months ended June 30, 2001 and
$36,145,064 for the three months ended June 30, 2000, a 33% increase. This
increase was the result of a 43% increase in net assets and a 36% increase in
the Account's real estate holdings from June 30, 2000 to June 30, 2001.

The Account had net realized and unrealized gains on investments of
$12,065,005 and $14,102,599 for the three months ended June 30, 2001 and 2000,
respectively. The difference was due, for the most part, to the nominal increase
in the aggregate market value of the Account's real estate holdings which were
only partially offset by the substantial realized and unrealized gains on the
Account's marketable securities. This is in contrast to the second quarter of
2000 when the Account had substantial unrealized appreciation on its real estate
properties. The Account

posted net unrealized gains on its real estate investments of $97,345 and
$5,692,221 in the three months ended June 30, 2001 and 2000, respectively. It
also posted net unrealized gains on its marketable securities of $11,457,170
during the second quarter of 2001, as compared with net unrealized gains of
$8,352,115 during the same period in 2001.

The Account's real estate holdings generated approximately 84% and 79%
of the Account's total investment income (before deducting Account level
expenses) during the three months ended June 30, 2001 and 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 $62,149,427 for the three months
ended June 30, 2001 and $45,451,394 for the same period in 2000. The higher real
estate income for the three months ended June 30, 2001 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 June 30, 2001 and 2000 totaled $6,489,152 and $6,377,999, respectively.
This increase was due primarily to the growth in the Account's assets. Dividend
income on the Account's investments in REITs totaled $2,006,510 and $1,793,216,
respectively, for the same periods.

Total property level expenses for the three months ended June 30, 2001
were $19,577,204, of which $7,264,840 was attributable to real estate taxes and
$12,312,364 represented operating expenses. Total property level expenses for
same period in 2000 were $14,871,030, of which $5,670,503 was attributable to
real estate taxes and $9,200,527 was attributable to operating expenses. The
increase in property level expenses during the three month period ended June 30,
2001 reflected the increased number of properties in the Account.

The Account also incurred expenses for the three months ended June 30,
2001 and 2000 of $295,579 and $1,069,798, respectively, for investment advisory
services, $2,677,140 and $1,031,627, respectively, for administrative and
distribution services and $686,365 and $505,090, respectively, for the mortality
and expense risks assumed and the liquidity guarantee. Such expenses for the
most part increased as a result of the larger net asset base of the Account and
the increased costs associated with administering a larger account. The expenses
for investment advisory services for the three months ended June 30, 2001,
however, reflect a special downward adjustment to compensate for an
overadjustment made the prior quarter.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2001 and 2000, the Account's liquid assets (i.e., its
REITs, short- and intermediate- term investment, government security and cash)
had a value of $791,154,602 and $478,264,392, respectively. For the first half
of 2001, the Account received $114,364,053 in premiums and $288,637,006 in net
participant transfers from the TIAA and CREF Accounts, while for the same time
period in 2000, the Account received $81,441,060 in premiums and only
$165,388,322 in net participant transfers from other TIAA and CREF accounts. We
believe the continued unprecedented volume of net participant transfers into the
Account during the first half of 2001 can be attributed to the decline in the
equity markets during the same time period. 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).

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
Endorsements(3) 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 did not file a report on Form 8-K during
the second quarter of 2001.

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: August 13, 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: August 13, 2001
By: /s/ Richard L. Gibbs
------------------------------
Richard L. Gibbs
Executive Vice President
(Principal Accounting Officer)