EXHIBIT (e)(3)

                     AMENDMENT TO THE DISTRIBUTION AGREEMENT
                    FOR TIAA-CREF INSTITUTIONAL MUTUAL FUNDS

           AMENDMENT, dated as of September 3, 2002, to the Distribution
Agreement dated June 1, 1999 (the "Agreement"), by and between TIAA-CREF
Institutional Mutual Funds (the "Institutional Fund") and Teachers Personal
Investors Services, Inc. ("TPIS").

           WHEREAS, the Institutional Fund currently consists of seven series,
currently known as the International Equity Fund, Growth Equity Fund, Growth and
Income Fund, Equity Index Fund, Social Choice Equity Fund and Money Market Fund;

           WHEREAS, the Institutional Fund has established 16 additional series
as of the date hereof, which shall be known as the Large-Cap Value Fund, Mid-Cap
Growth Fund, Mid-Cap Value Fund, Small-Cap Equity Fund, International Equity
Index Fund, Large-Cap Value Index Fund, Large- Cap Growth Index Fund, Mid-Cap
Value Index Fund, Mid-Cap Growth Index Fund, Mid-Cap Blend Index Fund, Small-Cap
Value Index Fund, Small-Cap Growth Index Fund, Small-Cap Blend Index Fund, S&P
500 Index Fund, Real Estate Securities Fund and the Inflation-Linked Bond Fund
(each series, a "Fund", together, the "Funds");

           WHEREAS, each Fund consists of the following distinct classes of
shares: Retirement Class Shares, Institutional Class Shares, and Retail Class
Shares;

           WHEREAS, TPIS is willing to distribute each class of shares of the
Funds;

           NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Institutional Fund and TPIS hereby agree as
follows:

           1.  Section 4 of the Agreement shall be amended to read as follows:

           (a) Other than the expenses of which TPIS is reimbursed under the
Rule 12b-1 Plan for Retirement Class Shares of the funds, TPIS shall be
responsible for all expenses relating to the distribution of the Shares,
including but not limited to:

           (i) the costs and expenses of providing the necessary facilities,
personnel, office equipment and supplies, telephone service, and other utility
service necessary to carry out its obligations hereunder;

           (ii) charges and expenses of outside legal counsel retained with
respect to activities related to the distribution of the Shares;

           (iii) the costs and expenses of printing and delivery of definitive
prospectuses and statements of additional information and any supplements
thereto for prospective purchasers;


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           (iv) expenses incurred in connection with TPIS' registration as a
broker or dealer or in the registration or qualification of its officers,
directors or representatives under federal and state securities laws;

           (v) the costs of promotional, sales and advertising material; and

           (vi) any other expenses incurred by TPIS or its representative in
connection with performing the obligations of TPIS under this Agreement.

           2. Section 14 of the Agreement shall be amended to provide that all
notices or other communications provided for under the Agreement: (1) delivered
to the Institutional Fund shall be to the attention of the President of the
Institutional Fund; (2) delivered to TPIS shall be to the attention of the
President of TPIS, in each case with a copy to the General Counsel, TIAA-CREF,
730 Third Avenue, New York NY, 10017.

           IN WITNESS WHEREOF, the Institutional Fund and TPIS have caused this
Amendment to be executed in their names and on their behalf by and through their
duly authorized officers on the day and year first written above.

TIAA-CREF INSTITUTIONAL
MUTUAL FUNDS

By: /s/ MARTIN E. GALT, III        Attest: /s/ ILANA R. MARCUS
   ------------------------                -------------------------------

Title: PRESIDENT                   Title: SENIOR COUNSEL AND ASSISTANT SECRETARY
       --------------------               --------------------------------------



TEACHERS PERSONAL INVESTORS
SERVICES, INC.

By: /s/ DENNIS D. FOLEY            Attest: /s/ ILANA R. MARCUS
   ------------------------                 ------------------------------

Title: VICE PRESIDENT              Title: SENIOR COUNSEL AND ASSISTANT SECRETARY
       --------------------               --------------------------------------


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