UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2008

OR

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM   TO

Commission file number: 333-141315

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.(Exact name of registrant as specified in its charter)

DELAWARE(State or other jurisdiction ofincorporation or organization)

20-8384359(I.R.S. Employer Identification No.)

C/O TEACHERS INSURANCE ANDANNUITY ASSOCIATION OF AMERICA730 THIRD AVENUENEW YORK, NEW YORK 10017-3206(Address of principal executive offices, including zip code)

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

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.

YESSNO£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                         |  |                           
|------------------------ |  | --------------------------
|Large accelerated filer£ |  | Accelerated filer£        
|Non-accelerated filerS   |  | Smaller Reporting Company£

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES£NOS



---

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSTIAA-CREF U.S. REAL ESTATE FUND I, L.P.SEPTEMBER 30, 2008
PageConsolidated Statements of Assets and Liabilities
    
    
    
    3Consolidated Statements of Operations
    
    
    
    4Consolidated Statements of Changes in Net Assets
    
    
    
    5Consolidated Statement of Cash Flows
    
    
    
    6Notes to the Consolidated Financial Statements
    
    
    
    72

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
September 30,2008
    
    December 31,2007(Unaudited)ASSETSTOTAL INVESTMENTS
    
    
    $
    
    
    
    
    
    $
    
    Cash
    
    
    
    254,135
    
    
    
    
    1,613Deferred offering costs (Note 3)
    
    
    
    986,463
    
    
    
    
    Other assets
    
    
    
    39
    
    
    
    
    TOTAL ASSETS
    
    
    
    1,240,637
    
    
    
    
    1,613LIABILITIESDue to Related Party (Note 3)
    
    
    
    32,873
    
    
    
    
    1,513Accounts payable and accrued expenses
    
    
    
    142,168
    
    
    
    
    TOTAL LIABILITIES
    
    
    
    175,041
    
    
    
    
    1,513NET ASSETSInitial Limited Partner
    
    
    
    1,064,606
    
    
    
    
    100General Partner
    
    
    
    990
    
    
    
    
    TOTAL NET ASSETS
    
    
    $
    
    1,065,596
    
    
    
    $
    
    100NUMBER OF UNITS OUTSTANDING(Notes 1 and 4)
    
    
    
    1,546.1
    
    
    
    
    NET ASSET VALUE, PER UNIT
    
    
    $
    
    689.22
    
    
    
    $
    
    See Accompanying Notes to the Consolidated Financial Statements
3

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)
For the ThreeMonths EndedSeptember 30, 2008
    
    For the NineMonths EndedSeptember 30, 2008INVESTMENT INCOMEInterest Income
    
    
    $
    
    252
    
    
    
    $
    
    252TOTAL INCOME
    
    
    
    252
    
    
    
    
    252EXPENSESProfessional fees
    
    
    
    40,522
    
    
    
    
    118,706Custodian and transfer agent fees
    
    
    
    19,797
    
    
    
    
    45,609Shareholder service costs
    
    
    
    4,850
    
    
    
    
    17,555Commitment fees (Note 3)
    
    
    
    6,319
    
    
    
    
    13,888Other operating expenses
    
    
    
    526
    
    
    
    
    2,247Bank fees
    
    
    
    1,293
    
    
    
    
    2,857Investment fees
    
    
    
    8,738
    
    
    
    
    9,204Organizational costs (Note 3)
    
    
    
    
    
    
    
    
    263,537TOTAL EXPENSES
    
    
    
    82,045
    
    
    
    
    473,603NET INVESTMENT LOSS BEFORE ASSET MANAGEMENT FEES
    
    
    
    (81,793
    )
    
    
    
    
    (473,351
    )Asset management fees (Note 3)
    
    
    
    3,406
    
    
    
    
    7,153NET INVESTMENT LOSS
    
    
    
    (85,199
    )
    
    
    
    
    (480,504
    )NET DECREASE IN NET ASSETSRESULTING FROM OPERATIONS
    
    
    $
    
    (85,199
    )
    
    
    
    $
    
    (480,504
    )See Accompanying Notes to the Consolidated Financial Statements
4

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS(Unaudited)
GeneralPartner
    
    LimitedPartner
    
    TotalNET ASSETSFEBRUARY 2, 2007 (INCEPTION)
    
    
    $
    
    
    
    
    
    $
    
    
    
    
    
    $
    
    Capital contributions
    
    
    
    
    
    
    
    
    100
    
    
    
    
    100NET ASSETSDECEMBER 31, 2007
    
    
    
    
    
    
    
    
    100
    
    
    
    
    100Capital contributions
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    1,000Loss allocation
    
    
    
    (5
    )
    
    
    
    
    (265,703
    )
    
    
    
    
    (265,708
    )NET ASSETSMARCH 31, 2008
    
    
    
    995
    
    
    
    
    (265,603
    )
    
    
    
    
    (264,608
    )Capital contributions
    
    
    
    
    
    
    
    
    1,275,000
    
    
    
    
    1,275,000Loss allocation
    
    
    
    (3
    )
    
    
    
    
    (129,594
    )
    
    
    
    
    (129,597
    )NET ASSETSJUNE 30, 2008
    
    
    
    992
    
    
    
    
    879,803
    
    
    
    
    880,795Capital contributions
    
    
    
    
    
    
    
    
    270,000
    
    
    
    
    270,000Loss allocation
    
    
    
    (2
    )
    
    
    
    
    (85,197
    )
    
    
    
    
    (85,199
    )NET ASSETSSEPTEMBER 30, 2008
    
    
    $
    
    990
    
    
    
    $
    
    1,064,606
    
    
    
    $
    
    1,065,596See Accompanying Notes to the Consolidated Financial Statements
5

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.CONSOLIDATED STATEMENT OF CASH FLOWS(Unaudited)
For the NineMonths EndedSeptember 30,2008CASH FLOWS FROM OPERATING ACTIVITIESNet decrease in net assets resulting from operations
    
    
    $
    
    (480,504
    )Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:Increase in other assets:Deferred offering costs
    
    
    
    (986,463
    )Other Assets
    
    
    
    (39
    )Increase in operating liabilities:Due to Related Party
    
    
    
    31,360Accounts payable and accrued expenses
    
    
    
    142,168NET CASH USED IN OPERATING ACTIVITIES
    
    
    
    (1,293,478
    )CASH FLOWS FROM FINANCING ACTIVITIESCapital contributions
    
    
    
    1,546,000NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    
    1,546,000NET INCREASE IN CASH
    
    
    
    252,522CASHBeginning of period
    
    
    
    1,613End of period
    
    
    $
    
    254,135See Accompanying Notes to the Consolidated Financial Statements
6

TIAA-CREF U.S. REAL ESTATE FUND I, L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1Organization
TIAA-CREF U.S. Real Estate Fund I, L.P. (the Fund) was organized as a limited partnership on February 2, 2007 under the laws of the state of Delaware. The Fund is a closed-end fund, which is designed to invest primarily in a diversified portfolio of high quality core real estate assets. The date for the
  dissolution of the Fund will be the end of the seventh year following the termination of the offering period, unless the Funds general partner, in its sole discretion, elects to make up to three extensions of one year each. Under certain limited circumstances, the Fund may be dissolved sooner.
The Fund has established a new investment vehicle, and its planned principal operations have recently commenced, including its offering of partnership units to the public. As of September 30, 2008, and as of the date of this report, the Fund has not acquired real estate properties or any real estate related
  investments, nor has the Fund committed to acquire any real estate related investments. The initial limited partner investment of $100 was made in February 2007 by Teachers Insurance and Annuity Association of America (TIAA).
The Fund currently has one general partner (described below) and owns 100% of the interests of TIAA-CREF USREF I REIT, LLC, a Delaware limited liability company, which was formed on February 2, 2007 (the REIT subsidiary). The REIT subsidiary currently holds no real estate or real estate related
  assets.In addition, the Fund may form one or more other subsidiaries to hold real estate and real estate related investments, and the Fund may possibly hold real estate and real estate related assets directly. The Fund intends to operate the REIT subsidiary such that the REIT subsidiary will satisfy the requirements
  allowing it to qualify as a real estate investment trust (REIT) under the terms of the Internal Revenue Code of 1986, as amended (the Code).
TIAA-CREF USREF I GP, LLC, a Delaware limited liability company formed on February 2, 2007 and an indirect, wholly owned subsidiary of TIAA (the General Partner), has ultimate responsibility for oversight and policy-making with respect to the Fund and its subsidiaries. The General Partner has
  appointed Teachers Advisors, Inc., a registered investment adviser with the Securities and Exchange Commission (the SEC), to act as the asset manager (the Asset Manager), providing asset and investment management services to the Fund. The Asset Manager is an indirect, wholly owned subsidiary of TIAA.
The Fund intends to sell up to $300,000,000 worth of units of limited partnership interests to the public in an offering registered under the Securities Act of 1933, as amended. In addition, TIAA has irrevocably committed to make up to a $50,000,000 contribution to the Fund to acquire units of limited partnership
  interest. On March 14, 2008, the Funds Registration Statement on Form S-11 (SEC File No. 333-141315) (the Registration Statement), on which the offering of limited partnership interests has been registered, was declared effective by the SEC. The proceeds of TIAAs contributions (when and as called) are
  currently available for use by the Fund to purchase real estate and real estate related investments, and for any other purpose permitted under the Funds Amended and Restated Limited Partnership Agreement, dated as of March 14, 2008 (the Partnership Agreement), including to pay expenses (including
  organizational expenses) incurred by the Fund. TIAAs units do not have voting rights for certain partnership matters but otherwise generally have the same rights as that of all other limited partners. In November 2007, and as contemplated in the Partnership Agreement, the General Partner agreed to make a
  capital contribution to the Fund equal to $1,000 in exchange for one unit of limited partnership interest. During the nine months ended September 30, 2008, the General Partner made the $1,000 capital contribution described above and TIAA has contributed $1,545,000 to the Fund in its capacity as a limited
  partner.
The Asset Manager will provide all asset and investment management services to the Fund, including asset selection, portfolio management, real estate and capital markets research, acquisition, disposition, development, financing, asset management, financial management and investor services in accordance with
  the Funds investment objectives, policies, guidelines, strategy and limitations. These services are provided by employees and executives of TIAA under a separate service arrangement between the Asset Manager and TIAA.
7

Teachers Personal Investors Services, Inc. (TPIS), a registered broker-dealer and an affiliate of TIAA, the General Partner and the Asset Manager (the Broker-Dealer), serves as the distributing broker-dealer in the offering of units, and such units are offered on a best efforts basis, which means generally
  that the Broker-Dealer is required to use only its best efforts to sell the units, and it has no firm commitment or obligation to purchase any of the units.
As of September 30, 2008, unit holders of the Fund and their respective percentage interests (the Percentage Interests) and units held are as follows. Units held are shown based on capital actually contributed to the Fund. For a more detailed discussion on the number of interests in the Fund held by the investors,
  see Note 4.
CapitalCommitment
    
    CapitalContributions
    
    PercentageInterests
    
    UnitsGeneral Partner
    
    
    $
    
    1,000
    
    
    
    $
    
    1,000
    
    
    
    
    0.002
    %
    
    
    
    
    1.0Limited Partner:TIAA (affiliated)
    
    
    
    50,000,000
    
    
    
    
    1,545,100
    (1)
    
    
    
    
    99.998
    %
    
    
    
    
    1,545.1Total
    
    
    $
    
    50,001,000
    
    
    
    $
    
    1,546,100
    
    
    
    
    100.000
    %
    
    
    
    
    1,546.1

(1)
    
    
    
    Capital contributions from TIAA consisted of the $100 initial contribution in February 2007 and an aggregate of $1,545,000 in contributions pursuant to its $50 million limited partner commitment.The offering of units of limited partnership interests will terminate not later than September 14, 2009, or such later date as may be determined by the General Partner and TPIS, in their sole discretion. In no event will the offering extend beyond March 14, 2010 (two years from the date of the Funds prospectus,
  dated March 14, 2008, relating to such offering). If subscriptions for at least 150,000 units from public investors are not received and accepted by the Fund by the termination of the offering, no units will be sold to the public. Units purchased by TIAA and its affiliates will not be counted for purposes of determining
  whether the minimum number of units has been sold.
Note 2Significant Policies
Basis of Presentation:In June 2007, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 07-1, Clarification of the Scope of the Audit and Accounting Guide, Investment Companies, and Accounting
  by Parent Companies and Equity Method Investors for Investments in Investment Companies. The SOP 07-1 clarified which entities were required to apply the provisions of the Investment Companies Audit and Accounting Guide (Guide) and provided guidance on accounting by parent companies and equity
  method investors for investments in investment companies. Management performed an analysis of the requirements of SOP 07-1 and accordingly, the Fund early adopted SOP 07-1 effective as of the Funds inception date and has applied the provisions of the Guide which, among other things, require that
  investments are reported at fair value in the Funds financial statements. In February 2008, the Financial Accounting Standards Board (FASB) issued a Staff Position indefinitely deferring the effective date of SOP 07-1. The deferral applied to entities that had not already adopted SOP 07-1. Additional required
  disclosures under the Guide will be made as the Fund makes investments and as applicable.
Principles of Consolidation:The accompanying consolidated financial statements include the accounts of the Fund and all entities in which the Fund has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Accounting:The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported
  amounts of assets, liabilities, revenue and expenses. The information reflects all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the period presented. All such adjustments are of a normal, recurring nature. Actual results may vary from those estimates. The
  following is a summary of the significant accounting policies which are consistently followed by the Fund.
8

The Fund expects to record investments and related mortgage loans payable, if any, at fair value. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon vendor-provided, evaluated prices or internally-developed models that primarily use
  market-based or independently-sourced market data, including interest rate yield curves, market spreads, and currency rates. Valuation adjustments may be made to reflect credit quality, the Funds creditworthiness, liquidity, and other observable and unobservable data that are applied consistently over time.
  Effective January 1, 2008, the Fund adopted the provisions of FASB Statement No. 157, Fair Value Measurements and will apply the appropriate disclosures as the Fund acquires investments.
The methods described above are considered to produce a fair value calculation that represents a good faith estimate as to what an unaffiliated party in the market place would pay to purchase the asset or would receive to transfer the liability. Since fair value calculations involve significant professional judgment in
  the application of both observable and unobservable attributes, actual realizable values or future fair values may differ from amounts reported.
Cash:Cash represents cash on deposit in banks and other financial institutions.
Deferred Offering Costs:Deferred offering costs represent costs associated with the preparation of the initial registration statement and qualification of the offering in all applicable jurisdictions, typesetting and printing of the prospectus, federal and state registration fees and tax opinion fees, and will be charged to
  partners capital accounts upon the sale of the units.
Income and Expense Recognition: Interest income is recognized on an accrual basis as earned. Expenses are recognized as incurred.
Investment Fee: An investment fee will be paid at the close of the offering period to a limited partner investor (including TIAA) who was admitted at or before the initial closing of public investors and who makes one or more capital contributions during the public offering and before the end of the offering period.
  The cash payment from the Fund will be equal to the product of (i) the amount of each such capital contribution, multiplied by (ii) a rate initially equal to the average London Interbank Offered Rate for the preceding 30 days, minus 0.25% per annum, multiplied by (iii) a fraction (x) the numerator of which is the
  number of days from the day after such capital contribution is made through the end of the fiscal quarter in which this offering terminates, and (y) the denominator is 365. The rate on which the calculation is based may be modified prospectively at the end of any fiscal quarter in the sole discretion of the General
  Partner.
Federal Income Taxes:The Fund is treated as a partnership and not as a corporation for U.S. federal income tax purposes. The Fund will not pay U.S. federal income tax. Instead, each partner will be required to report on its U.S. federal income tax return its distributive share of the Funds income or gain, whether
  or not it receives any actual distribution of money or property from the Fund during the taxable year.
The REIT subsidiary expects to make elections to be taxed as a REIT under Sections 856 through 860 of the Code and is required to distribute 90% of its taxable income to its shareholders to maintain its status as a REIT. If the REIT subsidiary fails to qualify as a REIT, it will be subject to federal income tax.
Note 3Related Party Transactions
Under the terms of the Partnership Agreement, the Fund is obligated to pay organizational costs incurred in the creation of the Fund, General Partner, and the REIT subsidiary, up to $1,250,000 in the aggregate. These costs can be paid directly by the Fund or may be reimbursed by the Fund to the General Partner,
  Asset Manager or their affiliates. Any amount of organizational costs in excess of $1,250,000 will be borne by the Asset Manager. Organizational costs fall into one of two categories. Certain organizational costs, including costs associated with preparing the initial registration statement and qualification of the
  offering in all applicable jurisdictions, typesetting and printing of the prospectus, federal and state registration fees and tax opinion fees are classified as offering costs and will be accumulated until the offering period has closed. Upon the sale of the units to the public, all such costs will be charged to partners capital
  accounts. All other organizational costs that are not deemed offering costs (as they do not fall into the categories specified above) were accumulated until the commencement of the offering, which occurred on March 14, 2008, and at such time, all such costs were expensed. Prior to December 31, 2007, the Asset
  Manager, General Partner or their affiliates had incurred amounts in excess of the $1,250,000 for organizational, offering and related costs. The allocation of the $1,250,000 organizational costs incurred by the Fund has been categorized as follows:
9

$263,537 pertains to organizational costs which were expensed during the nine months ended September 30, 2008, and $986,463 has been classified as deferred offering costs, and will remain as such until the sale of the units to the public.
The Fund pays the Asset Manager an asset management fee of 1.25% per annum of the gross asset value of the Funds assets (payable quarterly in arrears). As of September 30, 2008, $7,153 in asset management fees has been incurred, of which $3,748 has been paid to the Asset Manager.
As of September 30, 2008, the Fund has incurred $9,204 in investment fees (see note 2 above) for the $1,545,000 in capital contributions that have been made by TIAA during the public offering, of which zero has been paid by the Fund to TIAA.
The REIT subsidiary has entered (and one or more of the Funds other subsidiaries may in the future enter) into an unsecured $25,000,000 short-term revolving credit facility with TIAA. The Fund expects to fund acquisitions of investments through capital calls from public investors in addition to TIAAs capital
  contribution, but may use this credit facility for the purposes of acquiring real estate related investments as bridge financing in anticipation of a capital call. This credit facility bears a variable interest rate initially equal to the federal funds rate (as such rate changes from time to time) plus 0.68% per annum (based
  on a 360 day year). In addition, each draw down on the facility will mature in full and be due and payable not more than 120 days following such draw (subject to 30 day extensions as may be authorized by TIAA in its sole discretion). The term of the credit facility will initially be for 364 days following March 14,
  2008, unless terminated upon 90 days advance notice by either the REIT subsidiary or TIAA in its sole discretion, and such 364-day term will automatically renew unless terminated upon prior written notice by either the REIT subsidiary or TIAA. TIAA will be paid an annual commitment fee of 0.1% of the
  annual weighted average of the unused portion of the credit facility (based upon a 360 day year). The proceeds of TIAAs capital contributions and any amounts drawn on the line of credit with TIAA are available to make acquisitions of real estate related investments and to pay other costs during this offering. At
  the end of each 364-day term, the interest rate under the credit facility will be subject to review and potential modification, which could result in an increase or decrease in such interest rate. If the credit facility is terminated, the Fund may be required to seek alternative financing from an unaffiliated third-party
  lender, and the terms of such financing may differ from those contained in the TIAA credit facility. As of September 30, 2008, the Fund incurred commitment fees of $13,888, of which $7,569 has been paid by the REIT subsidiary to TIAA.
The Due to Related Party account represents amounts that were paid by the Asset Manager or any affiliate on behalf of the Fund for certain organizational costs, operating costs and any accrued asset management or other fees. Organizational costs paid by any affiliate for any services rendered in connection
  with the organizational phase of the Fund were the responsibility of such affiliate until the principal operations of the Fund began.
Note 4Contingencies
The Number of Units Outstanding on the Consolidated Statements of Assets and Liabilities refers to the aggregate amount of capital contributions actually funded by the Funds partners, divided by $1,000 (the purchase price of one interest in the Fund). TIAA has been issued 50,000 interests (as defined in the
  Partnership Agreement) in the Fund, representing its irrevocable commitment to contribute up to $50,000,000 in the aggregate. As of September 30, 2008, TIAA had contributed $1,545,000 pursuant to its commitment. As discussed in Note 1, the General Partner has contributed $1,000 and has been issued one
  interest in the Fund. The General Partner is not obligated to make further capital commitments or capital contributions to the Fund.
During the normal course of business, the Fund will enter into discussions and agreements to purchase real estate properties and other real estate related investments. As of September 30, 2008, there were no outstanding commitments to purchase a property or any other real estate related investments.
In the normal course of business, the Fund may be involved in claims or legal actions relating to the ownership and operations of its properties and its business. As of September 30, 2008, there are no lawsuits in which the Fund is a party.
10

Note 5New Accounting Pronouncements
In September 2006, FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (GAAP) in the United States, and requires additional disclosures about fair value measurements.
  This Statement does not require any new fair value measurements, but the application of this Statement could change current practices in determining fair value. This Statement was effective January 1, 2008 for the Fund. The adoption of Statement 157 did not impact the Funds financial position or results of
  operations.
In February 2007, FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure financial instruments and certain other items at fair value and is expected to expand the use of fair value measurement when warranted.
  The Fund effectively adopted Statement 159 on January 1, 2008 and plans to report all future Mortgage Loans Payable at fair value using this Statement. The adoption of Statement 159 did not impact the Funds financial position or results of operations.
In December 2007, FASB issued Statement No. 141(R), Business Combinations, which establishes principles and requirements for how the acquirer shall recognize and measure in its financial statements the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree and goodwill
  acquired in a business combination or a gain from a bargain purchase. This Statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Fund has completed an evaluation of Statement
  No. 141 (R) and has determined that it is not expected to have a material impact on the financial position and results of operations of the Fund.
In December 2007, FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statementsan Amendment of ARB No. 51, which establishes and expands accounting and reporting standards for minority interests, which will be re-characterized as noncontrolling interests, in a subsidiary and
  the deconsolidation of a subsidiary. This Statement is effective for fiscal years beginning on or after December 15, 2008. The adoption of Statement No. 160 is not expected to have a material impact on the financial position and results of operations of the Fund.
In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (GAAP Hierarchy), which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental
  entities that are presented in conformity with generally accepted accounting principals in the United States. This statement is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
  Presented Fairly in Conformity with Generally Accepted Accounting Principles (the approval occured on September 16, 2008). This amendment removes the GAAP Hierarchy from auditing literature and places it in the accounting literature and appropriately directs the requirement to comply with the GAAP
  Hierarchy to the reporting entity. The Fund has assessed the impact of the standard and does not anticipate any changes in the application of accounting principles to occur.
Note 6Subsequent Events
On November 6, 2008, the Fund filed a Post-Effective Amendment No. 1 to the Funds Registration Statement on Form S-11 (No. 333-141315) with the SEC (the Amendment). The Amendment was filed to deregister the entire $300,000,000 of the Funds units of limited partnership interest registered for sale
  under the Registration Statement.
11

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS.
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and notes contained in this report and with consideration to the sub-section entitled Forward-Looking Statements, which begins below. The past performance of the Fund
  is not indicative of future results.
Forward-Looking Statements
Some statements in this Form 10-Q which are not historical facts may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about managements expectations,
  beliefs, intentions or strategies for the future, include the assumptions underlying these forward-looking statements, and are based on current expectations, estimates and projections about the real estate industry, markets in which the Fund operates, managements beliefs, assumptions made by management and the
  transactions described in this Form 10-Q. Forward-looking statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, would, could, should, seeks, intends, plans, projects, estimates or anticipates or the negative of these words and phrases or
  similar words or phrases. Forward-looking statements can also be identified by discussions of strategy, plans or intentions.
The forward-looking statements contained in this Form 10-Q reflect our beliefs, assumptions and expectations of our future performance, taking into account information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many
  possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. For more information regarding risks that may cause our actual results to differ materially from
  any forward-looking statements, see the section entitled Risk Factors in Item 1A of Part II of the Funds quarterly report on Form 10-Q for the period ended March 31, 2008.
Caution should be taken not to place undue reliance on managements forward-looking statements, which represent managements views only as of the date that this report is filed. Neither management nor the Fund undertake any obligation to update publicly or revise any forward-looking statement, whether as a
  result of new information, changed assumptions, future events or otherwise.
The terms we, our and us refer to the TIAA-CREF U.S. Real Estate Fund I, L.P., and its consolidated subsidiaries, unless the context clearly indicates otherwise.
Third Quarter U.S. Economic and Commercial Real Estate Overview
TIAA-CREF U.S. Real Estate Fund I, L.P. (the Fund) was organized on February 2, 2007 and its registration statement on Form S-11 (File No. 333-141315) relating to the public offering of its units of limited partnership interest was declared effective by the SEC on March 14, 2008. The Fund currently owns
  no property investments and no real estate related investments. The Fund, however, seeks to invest primarily in high quality, core commercial real estate, primarily operating properties in the office, retail, industrial, and multifamily sectors, with a modest exposure to properties with the potential to add value in
  order to meet its investment objective of obtaining favorable long-term returns through rental income and the appreciation of its real estate holdings.
Global credit and equity markets were highly volatile during the third quarter of 2008. Credit markets seized up as a credit crunch curtailed virtually all types of lending activity, except that the most credit-worthy corporations, businesses, and individuals generally were able to secure funds for their short and
  long-term needs. Inter-bank lending, a critical component of the U.S. financial system, was also reduced dramatically as the failure and sale of major banks induced other banks to preserve cash. The credit and banking crisis also spread to Europe which further exacerbated conditions. As a result of the turmoil in
  the credit markets, investors traded in and out of stocks, that lead to significant volatility and declines in the major indices. For the quarter ended September 30, 2008, the Dow Jones Industrial Average declined 4.7% and the S&P 500 declined 9.4%. The financial sector was particularly hard hit. Further declines and
  volatility in major indices occurred in October, portending a weak fourth quarter in the equity markets.
12

The turmoil in the credit markets was due in large part to ongoing write-downs of the value of residential mortgage-backed securities held by banks, insurance companies, and investment banks, which intensified concerns about the values of other structured securities and assets, including the most liquid types
  of investments such as money market funds. The contagion caused unprecedented volatility in credit spreads and the stock prices of several major U.S. institutions. By the time the third quarter was over, Lehman Brothers had declared bankruptcy, Bank of America had agreed to purchase Merrill Lynch, and AIG
  was rescued by an $85 billion federal government bailout. Other healthier financial institutions, such as Goldman Sachs and Morgan Stanley, obtained equity infusions from Berkshire Hathaway and foreign sources. In particular, the conditions at Lehman Brothers and AIG exacerbated a crisis of confidence and
  ultimately forced governments around the globe to intervene in order to calm panicked markets.
Economic conditions in the U.S., and across much of the globe, weakened during the third quarter. Economic data, as summarized in the table below, suggest that the downturn in the U.S. economy is accelerating. U.S. payroll employment declined by approximately 299,000 jobs during the third quarter which
  was on the heels of a decline of approximately 214,000 jobs in the second quarter. Similarly, U.S. gross domestic product (GDP) fell 0.3% during the third quarter as compared to growth of 2.8% in the second quarter. The drop in third quarter GDP growth was due largely to a decline in personal consumption,
  housing construction and business investment in equipment and software. In addition, exports and government spending, which had bolstered growth in the second quarter, slowed sharply.
Economic Indicators*
2007
    
    2008Q1
    
    2008Q2
    
    2008Q3
    
    Forecasted2008
    
    Forecasted2009Economy (% Growth)1Gross Domestic Product (GDP)
    
    
    
    2.0
    %
    
    
    
    
    0.9
    %
    
    
    
    
    2.8
    %
    
    
    
    
    -0.3
    %
    
    
    
    
    1.5
    %
    
    
    
    
    0.5
    %Inflation (Consumer Price Index)
    
    
    
    4.1
    %
    
    
    
    
    3.1
    %
    
    
    
    
    5.5
    %
    
    
    
    
    4.5
    %
    
    
    
    
    4.4
    %
    
    
    
    
    2.5
    %Employment Growth (Thousands)
    
    
    
    1,096
    
    
    
    
    -247
    
    
    
    
    -214
    
    
    
    
    -299
    
    
    
    
    N/A
    
    
    
    
    N/AInterest Rates210 Year Treasury
    
    
    
    4.63
    %
    
    
    
    
    3.66
    %
    
    
    
    
    3.89
    %
    
    
    
    
    3.86
    %
    
    
    
    
    3.80
    %
    
    
    
    
    3.90
    %Federal Funds Rate3
    
    
    
    4.25
    %
    
    
    
    
    2.25
    %
    
    
    
    
    2.00
    %
    
    
    
    
    2.00
    %3
    
    
    
    
    N/A
    
    
    
    
    N/ASources: BEA, BLS, Federal Reserve, Blue Chip Consensus Forecasts


*
    
    
    
    Data subject to revision1
    
    
    
    GDP growth rates are annual rates; inflation rates are annualized rates; employment growth is a quarterly change.2
    
    
    
    The Treasury rates are an average over the stated time period. The Federal Funds rates are as of the end of the stated time period.3
    
    
    
    The Federal Funds rate was reduced to 1.5% on October 8th and again to 1.0% on October 29th.N/A indicates Not Available.
Other broad economic indicators which underscored the weakness of the U.S. economy and intensified the turmoil in the credit and stock markets is summarized in the table below. In particular, the single family housing market continued to deteriorate as home prices, housing starts and home sales plummeted.
  Consumer confidence fell to a 40-year low in October and has been accompanied by a significant decline in consumer spending, with the nations largest retailers reporting dismal sales in September. Ongoing job losses, stock market declines and volatility, declining home values, and inaccessibility to credit are the
  primary reasons for the declines in spending and consumer confidence. The drop in oil prices from their recent highs may provide some relief to household budgets but is unlikely to reverse the downward trend in consumer spending in the near term.
13

Broad Economic Indicators*
Full Year2007
    
    July2008
    
    Aug2008
    
    Sept2008Index 1985=100Consumer Confidence1
    
    
    
    103.6
    
    
    
    
    51.9
    
    
    
    
    58.5
    
    
    
    
    61.4% Change2Retail Sales3
    
    
    
    5.1
    %
    
    
    
    
    0.1
    %
    
    
    
    
    -0.6
    %
    
    
    
    
    -0.7
    %Housing Starts4
    
    
    
    -25
    %
    
    
    
    
    -31
    %
    
    
    
    
    -35
    %
    
    
    
    
    -31
    %New Home Sales4
    
    
    
    -26
    %
    
    
    
    
    -35
    %
    
    
    
    
    -36
    %
    
    
    
    
    -33
    %

*
    
    
    
    Data subject to revision1
    
    
    
    The Conference Board reported that the consumer confidence index fell to 38.0 in October 2008.2
    
    
    
    Retail sales monthly figures represent the change from the preceding month;3
    
    
    
    Retail sales exclude auto, auto parts and gas.4
    
    
    
    Housing numbers are the percentage change from the same month in the previous year.Sources: Conference Board, Census Bureau, Economy.com
Regional economic activity was characterized in the Federal Reserves October 2008 Beige Book as having weakened since Septembers publication. Consumer spending declined in most Federal Reserve Districts (Districts) as consumers were noted to have cut back spending on discretionary and big-ticket
  items. Residential real estate markets did not improve in September and several Districts noted that tighter credit conditions have limited sales activity. Commercial real estate activity was noted to have slowed in most Districts, with some Districts experiencing increases in vacancy rates and sublease space due to
  weaker labor market conditions. Several Districts reported an increasing number of delays and/or cancellations of commercial construction projects in response to tight credit markets and economic uncertainty, which could help offset weaker demand going forward.
Prospects for the U.S. economy and the credit and equity markets for the rest of 2008 and 2009 depend largely on the impact of the $700 billion Emergency Economic Stabilization Act (the Act). The Act authorizes the Treasury Department to make equity investments in U.S. banks, to purchase illiquid and
  troubled assets from banks and financial institutions, and is intended to restore liquidity and confidence to the banking system and financial markets. The Federal Reserve created a Commercial Paper Funding Facility to purchase short-term commercial paper directly from corporate issuers to restore liquidity in this
  key market. In addition, the limit on federal deposit insurance coverage was raised from $100,000 to $250,000 in order to maintain depositors confidence in U.S. banks and thrift institutions. In mid-October, the Treasury Department also announced plans to inject $250 billion into the banking system. The level of
  government actions and broad array of measures undertaken are indicative of the level of stress on capital and financial markets. Similar measures were undertaken in Europe where the crisis also intensified. It is hoped that the programs enacted by U.S. and European governments will ultimately stabilize capital
  and financial markets, and that banks and financial institutions will resume normal lending activity after illiquid assets are removed from their balance sheets. However, banks and financial institutions are likely to have very stringent lending criteria given their recent experiences and current economic conditions,
  and economic growth is likely to remain weak.
Debate continues and opinions vary as to how quickly the U.S. economy and capital markets will recover, but most economists expect significantly slower growth over the short term. Economists surveyed as part of the October 2008 Blue Chip Economic Indicators publication (Blue Chip) have greatly
  reduced their expectations for economic growth in 2009 and the majority believe that the U.S. economy is currently in recession. The consensus of Blue Chip economists is that U.S. economic activity will contract further during the fourth quarter of 2008 and the first quarter of 2009 and the overwhelming majority
  believe that the downturn will last longer than the recessions of 1990-1991 and 2001. For the year, the Blue Chip consensus forecast calls for GDP growth of a meager 0.5% in 2009. Blue Chip economists expect that growth will begin to increase appreciably by the third quarter of 2009, but will remain well below its
  inherent growth potential of 2.5-3.0%.
14

Considerable uncertainty remains as significant turmoil in the financial and capital markets has persisted and led the Federal Open Market Committee (FOCM) to lower the target federal funds rate to 1.5% in an unscheduled meeting on October 8, 2008 and again to 1.0% at the FOMC meeting on October
  29, 2008. In announcing the most recent cut, the committee noted that Incoming economic data suggest that The pace of economic activity appears to have slowed markedly, owing importantly to a decline in consumer expenditures and that the intensification of financial market turmoil is likely to exert
  additional restraint on spending, partly by further reducing the ability of households and businesses to obtain credit. The unsettled nature of economic and capital market conditions make it difficult to predict when conditions will measurably improve.
While management cannot predict the exact nature or timing of such changes or the magnitude of their impact on the Fund (in particular as it impacts the selection of properties and/or the performance of those properties once purchased), managements experience has demonstrated that market fluctuations
  have, and will continue to take place without advance notice, and any significant changes could have a direct and meaningful impact on the pricing and availability of suitable real estate in the sectors in which the Fund will invest, as well as the returns of the Fund. Please refer to the section entitled Item 1A. Risk
  Factors, included in Part II of the Funds Form 10-Q for the quarter ended March 31, 2008, for a more detailed description of the risks associated with an investment in the Fund.
Real Estate Market Conditions and Outlook
(Commercial real estate market statistics discussed in this section are obtained by the Fund from sources that management considers reliable, but some of the data is preliminary for the quarter ended September 30, 2008 and may be subsequently revised. Prior period data may have been adjusted to reflect updated
  calculations. Investors should not rely exclusively on the data presented below in forming a judgment regarding the current or prospective performance of the commercial real estate market generally).
As noted elsewhere in this Form 10-Q, as of the date hereof, the Fund does not own any properties and as of the date hereof, management has not identified any properties in which there is a reasonable probability that we will invest. The Funds investment strategy is to create and actively manage a portfolio
  of U.S. real estate investments, diversified by asset type and geographic location, with a substantial majority of such properties to be located in the 50 largest U.S. markets. While management will retain discretion over the size of a particular investment and the aggregate number of real estate investments made over
  the life of the Fund, management expects that the substantial majority of transactions will involve a gross asset value (including any leverage which may be incurred on a particular property) of between $10 million and $90 million. At least 80% of the Funds investment portfolio (determined at the end of the Funds
  investment period, but based on their gross asset values at the time of acquisition) is expected to consist of U.S. core real estate assets (in the office, retail, industrial and multifamily sectors). The Fund will seek to acquire well located, well leased properties with an emphasis on current cash flow before debt service.
  General economic conditions and those conditions impacting commercial real estate (including those discussed below as well as elsewhere in this Form 10-Q) could have a meaningful impact on our ultimate selection of properties (including the price of such properties, the leverage placed on such properties, the
  markets in which such properties are located and the sectors in which such properties are contained), and the performance and profitability of such properties. Further, any references in this section to specific metropolitan areas are made solely for illustrative purposes and should not be viewed as an indication that
  the Fund necessarily intends to acquire real estate investments in such markets.
Commercial real estate property sales activity has declined sharply due largely to the credit crunch, which has severely constrained all types of lending activity including commercial mortgage real estate financing. Preliminary data from Real Capital Analytics (RCA), a frequently cited industry source of
  commercial real estate transactions data, indicate that sales activity for the first three quarters of 2008 totaled roughly $105 billion, which is a decline of 70% compared to totals for the first three quarters of 2007. Sales volumes declined each quarter, with third quarter sales registering just $28 billion versus $42
  billion in the first quarter. RCA notes that there were several notable distressed sales during the third quarter, and that more such sales are expected in the coming quarters.
RCA attributes the slowdown in transactions to three factors: (1) scarce and expensive financing, (2) economic uncertainty and volatility, and (3) a wide pricing gap between buyers and sellers. Financing has
15

become scarce in large part because of the shutdown of the commercial mortgage-backed securities (CMBS) market as the contagion effect from defaulted sub-prime residential mortgage-backed securities has made investors wary about all types of structured securities. The delinquency rate on commercial
  mortgage loans held in CMBS remains very low at 0.53% as compared to 9.1% for residential mortgages and foreclosures; however, CMBS delinquencies are expected to rise in the future as overleveraged owners face pressure from weak economic conditions. Economic uncertainty and volatility have also moved
  many prospective buyers and sellers to the sidelines and contributed to widening bid-ask spreads. The lack of mortgage financing and increasing economic uncertainty have also led prospective buyers to back out of deals and/or attempt to renegotiate deals immediately prior to closing, with both contributing to the
  decline in sales activity.
With mortgage lending constrained and sales activity slumping, active buyers are more able to drive hard bargains, especially with highly-motivated or distressed sellers. As a result, commercial property prices have begun to decline. Prices have held up better in the ten largest commercial real estate markets,
  with large declines more prevalent in secondary markets and for lesser quality properties as indicated by the data for Moodys/REAL Commercial Property Index (CPPI) provided below.
3Q07 to 2Q08National
    
    Top 10 MSAs*Apartment
    
    
    
    -10.3
    %
    
    
    
    
    -5.1
    %Office
    
    
    
    -8.0
    %
    
    
    
    
    -2.9
    %Retail
    
    
    
    -7.8
    %
    
    
    
    
    -0.6
    %Industrial
    
    
    
    -7.6
    %
    
    
    
    
    -2.9
    %

*
    
    
    
    Based on total value of properties sold in Metropolitan Statistical Area (MSA).Source: Moodys/REAL CPPI and Real Capital Analytics.
Appraised property values have also begun to decline as appraisers see a shrinking pool of potential buyers and deteriorating economic conditions and factor these considerations into their valuation models. This is evidenced by the 1.4% decline in the appreciation component of the NCREIF Property Index
  (NPI) in third quarter of 2008, which is the second consecutive quarterly decline in the appreciation component and continues to be the first declines since early 2003. With economic conditions weakening and financial stresses on businesses and consumers intensifying, additional declines in property values seem
  likely to occur.
For office markets, employment growth, or decline in key office-using sectors tends to drive the demand for space, though typically with a lag due to the longer term nature of leasing cycles. The third quarter contraction in both professional & business services and financial activities resulted in an up-tick in the
  national office vacancy rate to 13.5%.
Conditions in the industrial market are impacted by national economic factors such as industrial production, international trade flows, and employment growth in the manufacturing, wholesale trade and transportation and warehousing industries. Indications of a global slowdown intensified during third quarter
  2008, which negatively affected industrial market conditions. The national vacancy rate increased to 10.7% in the third quarter.
National apartment market conditions weakened during the third quarter of 2008, as national vacancy rates edged up to 5.7%, as compared to 5.6% in the second quarter. A year-over-year comparison shows vacancy rates increasing to 5.7% in the third quarter of 2008 from 4.4% in the third quarter of 2007.
  While supply in many markets has materially increased due to single-family homes and condominiums being offered for rent, completions of traditional apartment units also edged up during the quarter, exerting additional upward pressure on vacancy rates.
Vacancies in neighborhood and community centers throughout the U.S. increased to 10.1% in the third quarter of 2008, up from 9.6% in the second quarter. U.S. retail market conditions reflect the slowdown in consumer spending. Sales for many of the nations largest retailers declined during the month of
  September, and the outlook for the all-important holiday season appears dismal. However, the full impact of the cutback in consumer spending will not be evident until next year, as retailers will typically keep stores open through
16

the holiday season in order to maximize sales and reduce inventory. Store closures and company failures often occur in the first or second quarters of the year, making it likely that retail vacancies will rise in 2009.
Looking ahead, real estate market conditions will be affected by the economic slowdown, which will reduce tenant space demand, and construction which will increase vacancy rates if space demand declines or remains static. While economic conditions are likely to remain weak well into 2009, the construction
  of new space is relatively modest compared with prior cycles. For example, office construction is expected to total 58 million square feet in 2008 and 2009 compared to an average of 92 million square feet in 1999-2001, when construction last peaked. Similarly, industrial construction is expected to fall well short of
  prior cyclical peaks.
Torto Wheatons forecasts of 2009 construction may prove optimistic as the pipeline of office and industrial construction is shrinking quickly as developers cancel projects due to a lack of construction financing and weaker demand. Apartment construction and permit issuance for new units, an indicator of
  future supply, are also dropping rapidly. Retail construction is slowing as retailers are drastically cutting back on new store openings. Management remains concerned about economic conditions but believes that markets will not be flooded with new supply.
It is managements intent to invest in property investments which are diversified by both sector and geographic location, which is intended to help allow the Fund to weather a continued slowdown of economic and real estate market conditions. However, market conditions affecting real estate investments at
  any given time cannot be predicted, and any downturn in one or a number of the markets in which the Fund chooses to invest could significantly and adversely impact the Funds investment strategy.
Results of Operations
Three and Nine months ended September 30, 2008
There were no significant operations in the Fund in either the three months or nine months ended September 30, 2008 or the three and nine months ended September 30, 2007. The Fund currently has no property investments or real estate related investments. For the three and nine months ended September
  30, 2008, the Fund had a Net Increase in Net Assets due principally to capital contributions made by TIAA, its sole Limited Partner as of the date hereof, in the amounts of $270,000 and $1,545,000, respectively, offset by the expenses associated with the operation of the Fund.
Liquidity and Capital Resources
As of September 30, 2008, and as of the date of this report, the Fund did not own any real estate or real estate related investments, as the Fund has recently commenced active operations and, as of the date of this report, has not entered into any arrangements to acquire any properties or other real estate
  related investments. The number of properties and other real estate related investments that the Fund acquires will depend upon the number of units sold and the resulting amount of the net proceeds for investment available to the Fund and the amount of funds we are able to borrow. See We may not be able to
  raise sufficient funds to achieve diversification of our portfolio. under Risk FactorsRisks Related to the Offering of Units in the Fund in Item 1A of Part II of the Funds Form 10-Q for the period ended March 31, 2008.
Teachers Insurance and Annuity Association of America (TIAA), the parent entity of the general partner and the asset manager of the Fund, has irrevocably committed to contribute $50,000,000 to the Fund to acquire 50,000 units of limited partnership interest. TIAA is obligated to make a contribution or
  contributions of its $50,000,000 commitment in cash (as such capital is required and as such capital is called by the general partner) for any Fund purpose at any time during the period beginning March 14, 2008 and continuing for 24 months after termination of this offering. Additionally, the general partner may call
  for amounts of TIAAs unfunded commitment for certain specified purposes after this period. As of September 30, 2008, and as of the date of the report, the Fund has called $1,545,000 of TIAAs $50,000,000 commitment, of which $270,000 was contributed during the third quarter of 2008.
In addition, TIAA-CREF USREF I REIT, LLC, a wholly owned subsidiary of the Fund (described in more detail in Note 1 to the Funds financial statements contained herein) (TC REIT) has entered (and one or more of our other subsidiaries may in the future enter) into an unsecured $25,000,000 short-
  term revolving credit facility with TIAA. While the Fund expects to fund its acquisitions of investments through
17

capital calls from public investors in addition to TIAAs capital contribution,may use this credit facility for the purposes of acquiring real estate related investments as bridge financing in anticipation of a capital call. This credit facility bears a variable interest rate initially equal to the federal funds rate (as such rate
  changes from time to time) plus 0.68% per annum (based on a 360 day year). In addition, each draw down on the facility will mature in full and be due and payable not more than 120 days following such draw (subject to 30 day extensions as may be authorized by TIAA in its sole discretion). The term of the credit
  facility will initially be for 364 days following March 14, 2008, unless terminated upon 90 days advance notice by either TC REIT or TIAA in its sole discretion, and such 364-day term will automatically renew unless terminated upon prior written notice by either TC REIT or TIAA. TIAA will be paid an annual
  commitment fee of 0.1% of the annual weighted average of the unused portion of the credit facility (based upon a 360 day year). The proceeds of TIAAs capital contributions and any amounts drawn on the line of credit with TIAA are available to make acquisitions of real estate related investments and to pay
  other costs during this offering. At the end of each 364-day term, the interest rate under the credit facility will be subject to review and potential modification, which could result in an increase or decrease in such interest rate. If the credit facility is terminated, the Fund may be required to seek alternative financing
  from an unaffiliated third-party lender, and the terms of such financing may differ from those contained in the TIAA credit facility. A commitment fee of $13,888 was incurred through September 30, 2008 of which $7,569 was paid by TC REIT to TIAA.
The Fund may hold an initial closing for the sale of units pursuant to the Funds public offering at any time after it has received and accepted subscriptions from investors (not including TIAA or affiliates) for not less than 150,000 units ($150,000,000). Following the initial closing, the general partner may by
  written notice issue a call for capital contributions from those investors whose subscriptions for units have been accepted and who have been admitted to the Fund as limited partners. After the initial closing, we may have one (but not more than one) subsequent closing when it has received and accepted additional
  subscriptions from investors in the offering, up to a maximum of 300,000 units ($300,000,000). The Fund will not have more than two closings. The Fund expects that substantially all of the proceeds from the offering of units will be available to make real estate related investments and pay principal and interest
  under TC REITs line of credit from TIAA and other costs, including payment of fees and expenses to the asset manager and its affiliates.
The general partner expects to call for capital contributions from TIAA and limited partners acquiring units in the offering as and when needed to make payments in connection with prospective real estate related investments, to retire indebtedness incurred under the credit facility used to make such payments
  and to pay fees and expenses of the Fund and its subsidiaries. The general partner may call for capital contributions from investors admitted as limited partners during the offering period for any Fund purpose at any time, in its discretion, during this period commencing with the first date on which investors are
  admitted as limited partners during the offering and continuing for 24 months after the termination of the offering, which is the end of the investment period. Additionally, our general partner may call for amounts of the limited partners unfunded capital commitments (including TIAAs commitment) for certain
  specified purposes after the Investment Period.
There can be no assurance that payments of capital contributions will be made when due. In the event of a default in payment of capital contributions, the general partner may make an additional call for capital contributions to make up any shortfall from limited partners who previously made their
  contributions pursuant to the original call. Alternatively, if the call relates to the acquisition of a real estate related investment, the general partner may seek to make such investment with a third party or may decide not to make such investment. In the event such investment is not made, the Fund could lose an
  earnest money deposit made in connection with such investment or be subject to other remedies in favor of the prospective seller.
During the Investment Period, the general partner expects to reinvest any net cash flow (including any net proceeds from the sale, financing or other disposition of a property). The general partner will have the authority to reinvest proceeds without making a distribution of cash sufficient to cover the limited
  partners federal, state and local income taxes attributable to the Funds operations or the sale, financing or other disposition of any assets.
The Fund may acquire one or more properties free and clear of permanent mortgage indebtedness by paying the entire purchase price of a property in cash and subsequently obtaining a mortgage loan for that property, if favorable financing terms are available following acquisition. The proceeds from such
  loan may
18

be used to acquire additional properties and provide further diversification. We also intend to borrow funds to purchase properties.
The Fund general partner is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting the investment in and financing of real estate generally as described in more detail above in this section, that it reasonably anticipates will have a material
  impact on either capital resources or the revenues or income to be derived from the operation of real estate properties.
Critical Accounting Policies
Basis of Presentation
In June 2007, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 07-1, Clarification of the Scope of the Audit and Accounting Guide, Investment Companies, and Accounting by Parent
  Companies and Equity Method Investors for Investments in Investment Companies. The SOP 07-1 clarifies which entities are required to apply the provisions of the Investment Companies Audit and Accounting Guide (Guide) and provides guidance on accounting by parent companies and equity method
  investors for investments in investment companies. Management performed an analysis of the requirements of SOP 07-1 and accordingly, the Fund early adopted SOP 07-1 effective as of the Funds inception date and has applied the provisions of the Guide which, among other things, require that investments are
  reported at fair value in the Funds financial statements. In February 2008, the FASB issued a Staff Position indefinitely deferring the effective date of SOP 07-1. The deferral applied to entities that have not already adopted SOP 07-1. Additional required disclosures under the Guide will be made as the Fund
  makes investments and as applicable.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Fund and all entities in which the Fund has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Accounting
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets,
  liabilities, revenue and expenses. The information reflects all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the period presented. All such adjustments are of a normal, recurring nature. Actual results may vary from those estimates. The following is a summary
  of the significant accounting policies which are consistently followed by the Fund.
The Fund expects to record investments and related mortgage loans payable, if any, at fair value. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon vendor-provided, evaluated prices or internally-developed models that primarily
  use market-based or independently-sourced market data, including interest rate yield curves, market spreads, and currency rates. Valuation adjustments may be made to reflect credit quality, the Funds creditworthiness, liquidity, and other observable and unobservable data that are applied consistently over time.
  Effective January 1, 2008, the Fund adopted the provisions of FASB Statement No. 157, Fair Value Measurements and will apply the appropriate disclosures as the Fund acquires investments.
The methods described above are considered to produce a fair value calculation that represents a good faith estimate as to what an unaffiliated party in the market place would pay to purchase the asset or would receive to transfer the liability. Since fair value calculations involve significant professional
  judgment in the application of both observable and unobservable attributes, actual realizable values or future fair values may differ from amounts reported. Furthermore, while the Fund believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies
  or assumptions to determine the fair value of certain financial instruments, while reasonable, could result in different estimates of fair value at the reporting date.
19

New Accounting Pronouncements
In December 2007, FASB issued Statement No. 141(R), Business Combinations, which establishes principles and requirements for how the acquirer shall recognize and measure in its financial statements the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree and
  goodwill acquired in a business combination or a gain from a bargain purchase. This Statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Fund has completed an evaluation of
  Statement No. 141 (R) and has determined that it is not expected to have a material impact on the financial position and results of operations of the Fund.
In December 2007, FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statementsan Amendment of ARB No. 51, which establishes and expands accounting and reporting standards for minority interests, which will be re-characterized as noncontrolling interests, in a subsidiary
  and the deconsolidation of a subsidiary. This Statement is effective for fiscal years beginning on or after December 15, 2008. The adoption of Statement No. 160 is not expected to have a material impact on the financial position and results of operations of the Fund.
In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (GAAP Hiercharcy), which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental
  entities that are presented in conformity with generally accepted accounting principles in the United States. This statement is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
  Presented Fairly in Conformity with Generally Accepted Accounting Principles.This amendment removes the GAAP Hierarchy from auditing literature and places it in the accounting literature and appropriately directs the requirement to comply with the GAAP Hierarchy to the reporting entity. The Fund has
  assessed the impact of the standard and does not anticipate any changes in the application of accounting principles to occur.
Cash
Cash represents cash on deposit in banks and other financial institutions.
Deferred Offering Costs
Deferred offering costs represent costs associated with the preparation of the initial registration statement and qualification of the offering in all applicable jurisdictions, typesetting and printing of the prospectus, federal and state registration fees and tax opinion fees, and will be charged to partners capital
  accounts upon the sale of the units.
Income and Expense Recognition
Interest income is recognized on an accrual basis as earned. Expenses are recognized as incurred.
Investment Fee
An investment fee will be paid at the close of the offering period to a limited partner investor who makes one or more capital contributions before the end of the offering period. The cash payment from the Fund is equal to the product of (i) the amount of each such capital contribution, multiplied by (ii) a rate
  initially equal to the average London Interbank Offered Rate for the preceding 30 days, minus 0.25% per annum, multiplied by (iii) a fraction (x) the numerator of which is the number of days from the day after such capital contribution is made through the end of the fiscal quarter in which this offering terminates,
  and (y) the denominator is 365. The rate on which the calculation is based may be modified prospectively at the end of any fiscal quarter in the sole discretion of the General Partner.
20

Federal Income Taxes
The Fund is treated as a partnership and not as a corporation for U.S. federal income tax purposes. The Fund will not pay U.S. federal income tax. Instead, each partner will be required to report on its U.S. federal income tax return its distributive share of the Funds income or gain, whether or not it receives
  any actual distribution of money or property from the Fund during the taxable year.
TC REIT expects to make elections to be taxed as a REIT under Sections 856 through 860 of the Code and is required to distribute 90% of its taxable income to its shareholders to maintain its status as a REIT. If TC REIT fails to qualify as a REIT, it will be subject to federal income tax.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2008, and as of the date of this report, the Fund had no real estate property investments, nor did it hold any real estate related investments or investments in marketable securities. As the Fund and its subsidiaries acquire such investments from time to time, the Fund will be subject to the
  risks, including interest rate risk, associated with the ownership of real estate and real estate related assets, especially those which are subject to leverage, as described in more detail in Item 1A. Risk Factors in Part II of the Funds Form 10-Q for the period ended March 31, 2008.
ITEM 4T. CONTROLS AND PROCEDURES
(a) The registrant maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed in the registrants reports under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed,
  summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to management, including the registrants principal executive officer (PEO) and principal financial and accounting officer (PFO), as appropriate, to allow timely
  decisions regarding required disclosure.
Under the supervision and participation of the registrants management, including the registrants PEO and PFO, the registrant conducted an evaluation of the effectiveness of the registrants disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of September 30, 2008.
  Based upon the managements review, the PEO and the PFO concluded that the registrants disclosure controls and procedures were effective as of September 30, 2008.
(b) Changes in internal control over financial reporting.There have been no changes in the registrants internal control over financial reporting that occurred during the registrants last fiscal quarter that materially affected, or are reasonably likely to materially affect, the registrants internal control over
  financial reporting.
21

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Fund may be involved in claims or legal actions relating to the ownership and operations of its properties and its business. There are no lawsuits in which the Fund is a party.
ITEM 1A. RISK FACTORS.
There have been no material changes to our risk factors as previously reported in our Quarterly Report on Form 10-Q for the three months ended March 31, 2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Funds Registration Statement on Form S-11 (SEC File No. 333-141315) was declared effective by the SEC on March 14, 2008. On such date, the Fund commenced its public offering of units of limited partnership interest registered thereunder. Pursuant to the terms of the Partnership Agreement, the Fund
  will hold an initial closing upon its receipt and acceptance of subscriptions from public investors (not including certain affiliates of the Fund or TIAA) for no less than 150,000 units ($150,000,000).
The offering of the Funds units of limited partnership interest, for which Teachers Personal Investors Services, Inc. (TPIS) is serving as the distributing broker-dealer on a best efforts basis, has not terminated as of the date of the filing of this Quarterly Report on Form 10-Q. The Fund is offering up to
  300,000 units ($300,000,000) of limited partnership interest, each at a price per unit of $1,000. During the period ended September 30, 2008, the Fund did not conduct its initial closing and as such, no units have been sold to investors and no public offering proceeds have been raised or applied to real estate or real
  estate related investments, or to any other purpose permitted under the Partnership Agreement.
TPIS is an affiliate of the Funds general partner and is a wholly owned subsidiary of TIAA. The Fund has not paid, and will not pay, any selling commissions or other underwriting fees to TPIS in connection with its responsibilities as the distributing broker-dealer. The asset manager will make payment to
  TPIS (which may be derived from a reallowance of the asset management fee payable by the Fund) based on a determination by TPIS of its costs and expenses incurred in performing distribution services. In no event will such payment exceed $2.5 million. For the quarter ended September 30, 2008, the Fund
  incurred an Asset Management Fee payable to the asset manager equal to $3,406, and since March 14, 2008, the Fund has incurred aggregate Asset Management Fees equal to $7,153.
Organizational costs, up to $1,250,000 in the aggregate, can be paid directly by the Fund or may be reimbursed by the Fund to the General Partner, the asset manager or their affiliates. Any of organizational costs in excess of $1,250,000 are borne by the asset manager. Prior to December 31, 2007 (and
  consequently, prior to the commencement of the offering), the asset manager, General Partner or their affiliates had incurred amounts in excess of $1,250,000 for organizational, offering and related costs. The allocation of the $1,250,000 organizational costs incurred by the Fund has been categorized as follows:
  $263,537 pertains to organizational costs which were expensed during the nine months ended September 30, 2008, and $986,463 has been classified as deferred offering costs, and will remain as such until the sale of the units to the public. See Note 3 to the Funds Consolidated Financial Statements contained in Part
  I of this Form 10-Q.
On March 13, 2007, TIAA, the initial limited partner of the Fund, entered into a binding commitment with the Fund to contribute $50,000,000 in exchange for 50,000 units ($1,000 per unit) of limited partnership interest. The units were sold pursuant to an exemption from registration under Section 4(2) of the
  Securities Act of 1933, as amended. Draws on TIAAs commitment were contingent upon Funds Registration Statement being declared effective by the SEC, which occurred on March 14, 2008. As such, the proceeds of TIAAs commitment are currently available for contribution to the Fund as and when called by
  the general partner for contribution to make real estate investments, pay expenses or for other purposes of the Fund. As of September 30, 2008, TIAA contributed an aggregate of $1,545,000 pursuant to this commitment.
On November 6, 2008, the Fund filed a Post-Effective Amendment No. 1 to the Funds Registration Statement on Form S-11 (No. 333-141315) with the SEC (the Amendment). The Amendment was filed to deregister the entire $300,000,000 of the Funds units of limited partnership interest registered for sale
  under
22

the Registration Statement. The Fund determined not to continue with the public offering of units of limited partnership interest at this time.
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
No.
    
    Description3
    
    
    
    Amended and Restated Limited Partnership Agreement of TIAA-CREF U.S. Real Estate Fund I, L.P., dated as of March 14, 2008(1)4
    
    
    
    Form of Subscription Agreement and Subscription Agreement Signature Page(2)10
    
    (a)
    
    Escrow Agreement relating to custody of Subscription Agreements, dated as of February 1, 2008, by and among Boston Financial Data Services, Inc., TIAA-CREF U.S. Real Estate Fund I, L.P. and Teachers Personal Investors Services, Inc.(3)10
    
    (b)
    
    Form of Asset Management Agreement among TIAA-CREF U.S. Real Estate Fund I, L.P., TIAA-CREF USREF I GP, LLC and Teachers Advisors, Inc.(4)10
    
    (c)
    
    Form of Amended and Restated Limited Liability Company Agreement of TIAA-CREF USREF I REIT, LLC(5)(31)
    
    
    
    Certificates of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002*(32)
    
    
    
    Certificate pursuant to Section 906 of Sarbanes-Oxley Act of 2002*

*
    
    
    
    Filed herewith(1)
    
    
    
    Previously filed and incorporated herein by reference to Exhibit A contained in the registrants prospectus filed under Rule 424(b)(3) of the Securities Act, dated March 14, 2008 and filed with the Commission on March 14, 2008, which prospectus comprises a part of the registrants Registration Statement on
      Form S-11 (File No. 333-141315).(2)
    
    
    
    Previously filed and incorporated herein by reference to Exhibit B contained in the registrants prospectus filed under Rule 424(b)(3) of the Securities Act, dated March 14, 2008 and filed with the Commission on March 14, 2008, which prospectus comprises a part of the registrants Registration Statement on
      Form S-11 (File No. 333-141315).(3)
    
    
    
    Previously filed and incorporated herein by reference to the registrants Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 filed with the Commission on March 11, 2008 (File No. 333-141315).(4)
    
    
    
    Previously filed and incorporated herein by reference to the registrants Pre-Effective Amendment No. 3 to the Registration Statement on Form S-11 filed with the Commission on January 30, 2008 (File No. 333-141315).(5)
    
    
    
    Previously filed and incorporated herein by reference to the registrants Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 filed with the Commission on March 11, 2008 (File No. 333-141315).23

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, TIAA-CREF U.S. Real Estate Fund I, L.P., has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of November, 2008.
TIAA-CREF U.S. REAL ESTATE FUND I, L.P.
By:
    
    /s/ Scott C. Evans
    
    Scott C. EvansPrincipal Executive OfficerBy:
    
    /s/ Phillip S. Nickolenko
    
    Phillip S. Nickolenko
    Principal Financial and Accounting Officer24