SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):
                   May 28, 1997 (May 21, 1997)

                    TIAA REAL ESTATE ACCOUNT
     (Exact name of registrant as specified in its charter)


New York            33-92990, 333-13477      Not Applicable
(State or other        and 333-22809         (IRS Employer
Jurisdiction of     (Commission File No.)    Identification No.)
incorporation)

     c/o Teachers Insurance and Annuity 
     Association of America
     730 Third Avenue
     New York, New York                           10017-3206
     (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code (212) 490-9000
                                                           



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a)  On May 21, 1997, Deloitte & Touche, LLP ("Deloitte")
was advised that they would not be re-engaged as the Registrant's
independent accountant.  Deloitte's report dated February 6, 1997
on the Registrant's financial statements for the year ended
December 31, 1996 and for the period July 3, 1995 (commencement
of operations) to December 31, 1995, and Deloitte's report dated
March 8, 1996 on the Registrant's financial statements for the
period July 3, 1995 to December 31, 1995, did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified
as to uncertainty, audit scope or accounting principles.  The
decision to change accountants was a result of a process
initiated by Teachers Insurance and Annuity Association of
America ("TIAA") pursuant to its policy to periodically consider
changing auditors for itself and its separate accounts and was
approved by the TIAA Board of Trustees.  There have been no
disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure since Registrant's inception.

     (b)  On May 21, 1997, Ernst & Young was engaged by TIAA as
the Registrant's principal accountant.  The engagement resulted
from a process initiated by TIAA pursuant to its policy to
periodically consider changing auditors for itself and its
separate accounts.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  The following document is being filed herewith as an
     exhibit:

          (16)   Letter from Deloitte & Touche, LLP.

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                           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 hereunto duly authorized.

                         TIAA REAL ESTATE ACCOUNT

                         By:  TEACHERS INSURANCE AND ANNUITY
                              ASSOCIATION OF AMERICA

Date: May 28, 1997       By:  /s/ Peter C. Clapman                
                              --------------------------------
                              Peter C. Clapman, Senior Vice
                              President and Chief Counsel,
                              Investments 
                              (Authorized Signatory)


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                          EXHIBIT INDEX


(16)   Letter from Deloitte & Touche, LLP