BYLAWS

                                       OF

                         TEACHERS INSURANCE AND ANNUITY

                             ASSOCIATION OF AMERICA

                          As Amended November 13, 1996

                                  ARTICLE ONE

                                  Stockholders

         Section 1. Annual Meeting.  The annual meeting of stockholders  for the
election  of  trustees  and for the  transaction  of such other  business as may
properly  come  before the meeting  shall be held in the month of November  each
year at the office of the Association in the City of New York on a day and at an
hour  specified  by notice  mailed at least  thirty days in advance.  The notice
shall be in writing and shall be signed by the chairman, or the president,  or a
vice president, or the secretary.

         Special  meetings of the stockholders may be held at the said office of
the  Association  whenever  called by the chairman,  or by the president,  or by
order of the board of trustees,  or by the holders of at least  one-third of the
outstanding  shares of stock of the  Association,  or may be held subject to the
provisions of the emergency bylaws of the Association.

         Section 2. Notice.  It shall be the duty of the secretary not less than
ten  nor  more  than  forty  days  prior  to the  date of  each  meeting  of the
stockholders to cause a notice of the meeting to be mailed to each stockholder.

         Section 3. Voting.  At all meetings of  stockholders  each  stockholder
shall be entitled to one vote upon each share of stock owned by him of record on
the books of the Association ten days before the meeting.  Stockholders may vote
in person or by proxy appointed in writing.

         Section 4. Quorum. The presence in person or by proxy of the
holders of a majority of the shares in the Association shall be
necessary to constitute a quorum at any meeting of stockholders.

         Section 5. Telephonic Participation. At all meetings of stockholders or
any committee  thereof,  stockholders  may  participate by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

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                                   ARTICLE TWO

                                    Trustees

         Section 1. General Management.  The general management of the property,
business and affairs of the Association shall be vested in the board of trustees
provided by the charter. A trustee need not be a stockholder. At least one-third
of such  trustees  must not be officers or employees of the  Association  or any
entity controlling,  controlled by, or under common control with the Association
and who are not beneficial owners of a controlling  interest in the voting stock
of the Association or any such entity.

         Section 2. Quorum.  One-third of the trustees shall constitute a quorum
at all  meetings  of the  board.  If less than a quorum  shall be present at any
meeting,  a majority of those  present may adjourn the meeting from time to time
until a quorum  shall  attend.  In case of a vacancy  among the  trustees of any
class through death,  resignation or other cause, a successor to hold office for
the unexpired  portion of the term may be elected at any meeting of the board at
which a quorum  shall be  present.  Such  successors  shall not take  office nor
exercise  the  duties  thereof  until  ten days  after  written  notice of their
election shall have been filed in the office of the  Superintendent of Insurance
of the State of New York.

         Section 3.  Annual  Meeting.  There  shall be a meeting of the board of
trustees in the month of November each year on a day and at an hour specified in
a notice mailed at least ten days and not more than twenty days in advance. This
shall be known as the annual  meeting of the board of trustees.  At this meeting
the board shall elect  officers,  appoint  committees  and  transact  such other
business as shall properly come before the meeting.

         Section 4. Other  Meetings.  Stated  meetings  of the board of trustees
shall be held on such  dates as the board by  standing  resolution  may fix.  No
notice of such stated meetings need be given.  Special meetings of the board may
be called by order of the chairman, the president, or the executive committee by
notice  mailed  at least  one week  prior to the date of such  meeting,  and any
business may be transacted at the meeting.

         Section 5.  Telephonic  Participation.  At all meetings of the board of
trustees  or any  committee  thereof,  trustees  may  participate  by means of a
conference  telephone or similar  communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.

         Section 6. Action Without a Meeting.  Where time is of the essence, but
not in lieu of a  regularly  scheduled  meeting  of the  board  of  trustees  or
committee thereof, any action required or permitted to be taken by the board, or
any committee thereof, may


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be taken without a meeting if all members of the board or the committee  consent
in  writing  to  the  adoption  of a  resolution  authorizing  the  action.  The
resolution  and the  written  consents  thereto  by the  members of the board or
committee  shall be filed with the  minutes of the  proceedings  of the board or
committee.

         Section 7. Trustees'  Compensation and Expenses.  A trustee may be paid
an annual  stipend  and fees and such other  compensation  or  emolument  in any
amount first  authorized  by the board in  accordance  with Section 1 of Article
Five hereof, including, but not limited to, a deferred compensation benefit, for
meetings of the board that he/she  attends and for services that he/she  renders
on or for committees or  subcommittees  of the board;  and each trustee shall be
reimbursed for  transportation and other expenses incurred by him/her in serving
the Association.

         Section 8. Chairman. The chairman, and in his absence the
president, shall preside at all meetings of the board.

                                  ARTICLE THREE

                                    Officers

         Section 1. Election. At each annual meeting the board of trustees shall
elect  the  executive  officers  of the  corporation  including  a  chairman,  a
president,  one or more vice  presidents,  and such other executive  officers as
they may  determine.  Each such  executive  officer  shall hold office until the
close of the next  annual  meeting  of the  board  or,  if  earlier,  until  his
retirement,  death, resignation or removal. The board may appoint other officers
and agents,  assign titles to them and determine their duties; such officers and
agents shall hold office  during the  pleasure of the board of trustees.  It may
appoint  persons to act  temporarily in place of any officers of the Association
who may be absent,  incapacitated,  or for any other reason unable to act or may
delegate such authority to the chief executive officer.

         Section 2.  Removal of  Officers.  Any officer  elected by the board of
trustees  may be  removed  by the  affirmative  votes of a  majority  of all the
trustees  holding  office.  Any other officer may be removed by the  affirmative
votes of a majority of all members of the executive committee holding office.

         Section 3. Removal of Other  Employees.  All other agents and employees
shall hold their positions at the pleasure of the executive committee or of such
executive  officer as the  executive  committee  may  clothe  with the powers of
engaging and dismissing.

         Section 4.  Qualifications.  The  chairman and the  president  shall be
members  of the  board of  trustees,  but none of the other  officers  need be a
trustee.  One person may hold more than one office,  except that no person shall
be both president and


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secretary.

         Section  5.  Chief  Executive  Officer.  The  board of  trustees  shall
designate  either the  chairman or the  president  as chief  executive  officer.
Subject to the  control of the board of  trustees  and the  provisions  of these
bylaws,  the chief executive officer shall be charged with the management of the
affairs  of  the  Association,   and  shall  perform  such  duties  as  are  not
specifically  delegated  to other  officers of the  Association.  He shall be ex
officio a member of all standing  committees except the nominating and personnel
committee,  audit committee and the committee on  reimbursement  agreements with
CREF.  He shall report from time to time to the board of trustees on the affairs
of the Association.

         Section 6. Chairman.  The chairman,  when present, shall preside at all
meetings of the  stockholders  and of the board. He shall be ex officio chairman
of the executive  committee.  He may appoint  trustee  committees,  except those
appointed by the board of trustees, and may appoint members to fill vacancies on
trustee  committees  appointed by the board when such occur between  meetings of
the trustees.  If the chairman is not the chief executive officer,  he shall, in
addition to the foregoing, perform such functions as are delegated to him by the
chief executive officer.

         Section 7.  President.  The  president,  in the event of the absence or
disability  of the chairman,  shall  perform the duties of the chairman.  If the
president  is not the  chief  executive  officer,  he  shall  assist  the  chief
executive  officer  in his  duties  and  shall  perform  such  functions  as are
delegated to him by the chief executive officer.

         Section 8. Absence or Disability  of Chief  Executive  Officer.  In the
absence or disability of the chief executive  officer,  the president,  if he is
not the  chief  executive  officer,  or the  chairman,  if he is not  the  chief
executive officer, or if neither is available, a vice president so designated by
the executive  committee or chief executive  officer shall perform the duties of
the chief executive officer, unless the board of trustees otherwise provides and
subject to the provisions of the emergency bylaws of the Association.

         Section 9. Secretary.  The secretary shall give all required notices of
meetings of the board of trustees,  and shall attend and act as secretary at all
meetings  of the  board  and of the  executive  committee  and keep the  records
thereof. He shall keep the seal of the corporation, and shall perform all duties
incident to the office of  secretary  and such other duties as from time to time
may be assigned to him by the board of trustees, the executive committee, or the
chief executive officer.

         Section 10. Other Officers. The chief executive officer shall determine
the duties of the executive officers other than


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the chairman,  president, and secretary and of all officers other than executive
officers, and he may assign titles to and determine the duties of non-officers.

                                  ARTICLE FOUR

                                   Committees

         Section  1.  Appointment.  At  each  annual  meeting  of the  board  of
trustees,  the  board  shall  appoint  an  executive  committee,  an  investment
committee, a nominating and personnel committee, an audit committee, a committee
on reimbursement agreements with CREF, a committee on products and services, and
a committee on corporate  governance and social  responsibility,  each member of
which shall hold office until the close of the next annual  meeting of the board
and until a successor shall be appointed or until the member shall cease to be a
trustee except that for the audit  committee,  the board may specify a different
period of membership.  The board of trustees,  the executive  committee,  or the
chairman may appoint such other trustee committees and subcommittees as may from
time to time be found  necessary  or  convenient  for the proper  conduct of the
business of the Association, and designate their duties.

         Section 2. Executive  Committee.  The executive committee shall consist
of at least seven  trustees  including  the  chairman and the  president.  Three
members shall  constitute a quorum,  among whom only one salaried officer may be
counted for that purpose.  The executive committee shall meet in regular meeting
as it may from time to time determine, and in special meeting whenever called by
the  chairman,  and shall be vested  with full  powers of the board of  trustees
during  intervals  between  the  meetings  of the  board  in all  cases in which
specific instructions shall not have been given by the board of trustees and, in
particular, said committee:

         (a) shall  have  general  supervision  of the  contracts  issued by the
Association,  and  of all  matters  relating  to the  selection  of  risks,  the
determination  of premium  rates,  and of any other  questions  of detail in the
conduct of the  business  which may be referred to the  executive  committee  by
resolutions of the board of trustees.

         (b) Shall have  supervision  of the rules and methods for recording the
vouchers, accounts, receipts and disbursements of the Association.

         (c) Shall,  in the event of an acute  emergency,  as defined by Article
Seven-A--Insurance,  of the New York State Defense Emergency Act, (Section 9177,
Unconsolidated  Laws of New York) and any amendments thereof, be responsible for
the emergency  management of the Association as provided in the emergency bylaws
of the Association.


<PAGE>

         Section 3. Investment Committee. The investment committee shall consist
of the chief  executive  officer,  three  other  trustees,  and such  additional
trustees,  if any,  as the board of  trustees  or the  executive  committee  may
appoint.  Three members shall constitute a quorum,  among whom only one salaried
officer of the Association may be counted for that purpose.

         (a) Subject to review by the board of trustees the investment committee
shall determine the investment policies of the Association.

         (b) The  investment  committee  shall  supervise the  investment of the
funds of the Association. No loan or investment other than policy loans shall be
made  or  disposed  of  without  authorization  or  approval  by the  investment
committee.

         Section 4.  Nominating  and Personnel  Committee.  The  nominating  and
personnel  committee  shall  consist of five  trustees  who are not  officers or
salaried  employees of the Association and whose terms do not expire in the year
following their  appointment.  Three members shall  constitute a quorum.  In the
year following their appointment the committee shall nominate executive officers
and the  standing  committees  for the annual  meeting of the board of trustees,
shall designate the principal  officers of the  Association,  shall recommend to
the board of trustees the annual  compensation of the principal  officers and of
any salaried  employee if the level of  compensation to be paid to such employee
is equal to, or greater than, the compensation received or to be received by any
principal officer, nominate trustees to fill interim vacancies and, if requested
by the TIAA  Board of  Overseers,  shall  recommend  the  names of  persons  for
election as trustees at the annual meeting of the stockholders. In addition, the
committee  shall approve the titles and base salaries of all appointed  officers
and the base  salaries of executive  officers,  other than those  designated  as
principal  officers or those officers to be paid on an equal or greater level of
compensation with principal officers,  and shall recommend the provisions of any
incentive  salary  compensation  program(s)  and  determine  the  amounts of any
incentive  salary payments for those officers  included in any incentive  salary
plan.

         Section 5. Audit  committee.  The audit committee shall consist of five
trustees who are not  officers or salaried  employees  of the  Association.  Two
members shall constitute a quorum. The committee shall itself, or through public
accountants or otherwise,  make such audits and  examinations of the records and
affairs of the Association as it may deem necessary.

         Section 6.  Committee on  Reimbursement  Agreements.  The  committee on
reimbursement agreements shall consist of three trustees who are not officers or
employees of the  Association.  The  committee  shall  review the  reimbursement
agreements  among TIAA,  CREF,  TIAA-CREF  Individual & Institutional  Services,
Inc.,


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and TIAA-CREF Investment  Management,  Inc., and make recommendations  regarding
them to the board of trustees.

         Section 7.  Committee  on  Products  and  Services.  The members of the
committee on products and services shall consist of at least seven  trustees.  A
quorum  shall  consist of a majority  of the  members and not less than a quorum
shall meet  jointly  with the CREF  committee on products and services to review
and oversee the  design,  development,  improvement,  and  marketing  of new and
existing  products and services.  In addition,  the  committee  shall review the
specifications for and oversee the implementation stages of new technology-based
services and computer programs at participating institutions.

         Section 8. Committee on corporate Governance and Social Responsibility.
The committee on corporate governance and social responsibility shall consist of
not less  than  five  trustees  and such  additional  trustees  as the  board of
trustees may appoint.  No such trustee shall be an officer or salaried  employee
of TIAA.

         A committee  quorum  shall  consist of a majority of the  members.  The
committee is responsible for addressing all corporate social  responsibility and
corporate  governance  issues  including  the  voting  of  TIAA  shares  and the
initiation of appropriate  shareholder  resolutions.  In addition, the committee
will  develop  and  recommend  specific  corporate  policy  in these  areas  for
consideration by the TIAA board of trustees.

         Section 9. Reports.  Within a reasonable time after their meetings, all
such  committees  and  subcommittees  shall  report  heir  transactions  to each
trustee.

                                  ARTICLE FIVE

          Salaries, Compensation and Pensions to Trustees, Officers and
                                    Employees

         Section 1. Salaries and  Pensions.  The  Association  shall not pay any
salary,  compensation  or emolument  in any amount to any  officer,  deemed by a
committee  or  committees  of the board to be a  principal  officer  pursuant to
subsection (b) of Section 1202 of the Insurance Law of the State of New York, or
to any salaried  employee of the  Association if the level of compensation to be
paid to such employee is equal to, or greater than, the compensation received by
any of its principal officers, or to any trustee thereof, unless such payment be
first  authorized  by a vote of the board of  trustees of the  Association.  The
Association  shall not make any  agreement  with any of its officers or salaried
employees  whereby it agrees that for any services rendered or to be rendered he
shall receive any salary,  compensation  or emolument  that will extend beyond a
period  of  thirty-six  months  from  the  date of  such  agreement,  except  as
specifically  permitted  by the  Insurance  Law of the  State  of New  York.  No
principal officer or employee of the class described in the first sentence


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of this section,  who is paid a salary for his services  shall receive any other
compensation,  bonus or emolument from the Association,  directly or indirectly,
except  in  accordance  with a plan  recommended  by a  committee  of the  board
pursuant to subsection  (b) of Section 1202 of the Insurance Law of the State of
New York and approved by the board of trustees.  The Association shall not grant
any pension to any officer or trustee,  or to any member of his family after his
death,  except that the  Association  may  pursuant to the terms of a retirement
plan and other  appropriate staff benefit plans adopted by the board provide for
any person who is or has been a salaried officer or employee,  a pension payable
at the  time  of  retirement  by  reason  of age or  disability  and  also  life
insurance, health insurance and disability benefits.

         Section 2. Prohibitions. No trustee or officer of the Association shall
receive,  in addition  to fixed  salary or  compensation,  any money or valuable
thing, either directly or indirectly, or through any substantial interest in any
other corporation or business unit, for negotiating,  procuring, recommending or
aiding in any purchase or sale of property,  or loan, made by the Association or
any affiliate or subsidiary  thereof,  nor be pecuniarily  interested  either as
principal,  coprincipal, agent or beneficiary, either directly or indirectly, or
through any substantial  interest in any other  corporation or business unit, in
any such purchase,  sale or loan;  provided that nothing herein  contained shall
prevent the  Association  from  making a loan upon a policy held  therein by the
borrower not in excess of the net reserve value thereof.

                                   ARTICLE SIX

               Indemnification of Trustees, Officers and Employees

         The Association  shall indemnify,  in the manner and to the full extent
permitted  by law,  each  person  made or  threatened  to be made a party to any
action,  suit  or  proceeding,  whether  or  not  by  or in  the  right  of  the
Association,  and whether  civil,  criminal,  administrative,  investigative  or
otherwise,  by reason of the fact that he or his testator or intestate is or was
a trustee,  officer or employee of the Association or, while a trustee,  officer
or employee of the Association,  served any other corporation or organization of
any type or kind,  domestic  or foreign,  in any  capacity at the request of the
Association.  To the full extent  permitted  by law such  indemnification  shall
include judgments,  fines, amounts paid in settlement,  and expenses,  including
attorneys' fees. No payment of  indemnification,  advance or allowance under the
foregoing  provisions  shall be made unless a notice  shall have been filed with
the  Superintendent  of  Insurance of the State of New York not less than thirty
days prior to such payment  specifying the persons to be paid, the amounts to be
paid,  the manner in which payment is authorized  and the nature and status,  at
the time of such notice, of the litigation or threatened litigation.


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                                  ARTICLE SEVEN

                            Execution of Instruments

         The board of trustees or the executive committee shall designate who is
authorized to execute certificates of stock, proxies, powers of attorney, deeds,
leases,  releases of mortgages,  satisfaction pieces, checks, drafts,  contracts
for  insurance  or  annuity  and  instruments  relating  thereto,  and all other
contracts  and  instruments  in writing  necessary  for the  Association  in the
management of its affairs, and to attach the Association's seal thereto; and may
further  authorize  the extent to which such  execution may be done by facsimile
signature.

                                  ARTICLE EIGHT

                                  Disbursements

         No  disbursements  of $100 or more  shall  be made  unless  the same be
evidenced by a voucher signed by or on behalf of the person, firm or corporation
receiving the money and correctly  describing the consideration for the payment,
and if the same be for services and  disbursements,  setting  forth the services
rendered and an itemized  statement of the  disbursements  made, and if it be in
connection  with any matter  pending  before any  legislative or public body, or
before any  department  or officer of any  government,  correctly  describing in
addition  the  nature of the  matter  and of the  interest  of such  corporation
therein,  or if such  voucher  cannot be obtained,  by an affidavit  stating the
reasons therefor and setting forth the particulars above mentioned.

                                  ARTICLE NINE

                                 Corporate Seal

         The seal of the Association shall be circular in form and shall contain
the words  "Teachers  Insurance and Annuity  Association  of America,  New York,
Corporate Seal,  1918," which seal shall be kept in the custody of the secretary
of the Association  and be affixed to all  instruments  requiring such corporate
seal.

                                   ARTICLE TEN

                                    Amendment

         Article  One of these  bylaws can be amended  or  repealed  only by the
affirmative  vote of the holders of a majority of the outstanding  shares of the
capital  stock of the  Association,  such vote being cast at a meeting held upon
notice stating that such meeting is to vote upon a proposed  amendment or repeal
of such bylaw.


<PAGE>

         Any other  bylaw may be amended or repealed at any meeting of the board
of trustees provided notice of the proposed  amendment or repeal shall have been
mailed to each  trustee  at least one week and not more than two weeks  prior to
the date of such meeting.