Exhibit 1.A(6)(b)


                                     BYLAWS

                                       OF

                        TIAA-CREF LIFE INSURANCE COMPANY

                                   ARTICLE ONE

                                  Stockholders

     Section 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the second Wednesday of
November at the office of TIAA Life Insurance Company 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 chief
executive officer and president, or a vice president, or the secretary.

     Special meetings of the stockholders may be held at the said office of the
Company whenever called by the chairman, or by the chief executive officer and
president, or by order of the board of directors, or by the holders of at least
one-third of the outstanding shares of stock of the Company.

     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 Company 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 conference call in
accordance with Section Five of Article One or by proxy of the holders of a
majority of the shares in the Company shall be necessary to constitute a quorum
at any meeting of stockholders.

     Section 5. Telephonic Participation. At all meetings of stockholders or any

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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.

                                   ARTICLE TWO

                                    Directors

     Section 1. General Management. The general management of the property,
business and affairs of the Company shall be vested in the board of directors as
provided by the charter. A director need not be a stockholder.

     Section 2. Quorum. A majority of the directors 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 directors 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. Directors may be removed without cause by a vote of the
shareholders. 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
directors 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 directors. 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 directors 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 chief executive officer and president, or the
executive committee by notice mailed at least twenty four hours 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
directors or any committee thereof, directors 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. Any action required or permitted to be

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taken by the board, or any committee thereof, may 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. Directors Compensation and Expenses. A director 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 director shall be
reimbursed for transportation and other expenses incurred by him/her in serving
the Company.

     Section 8. Chairman. The chairman, and in his absence the chief executive
officer and president, 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 director committees, except those appointed by the board of directors,
and may appoint members to fill vacancies on director committees appointed by
the board when such occur between meetings of the directors.

                                  ARTICLE THREE

                                    Officers

     Section 1. Election. At each annual meeting the board of directors shall
elect the executive officers of the corporation including a chief executive
officer and president, secretary, one or more vice presidents, and such other
executive officers as they may determine. Each such executive officer shall hold
office until his or her successor is elected and qualified or, if earlier, until
his or her 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
directors. It may appoint persons to act temporarily in place of any officers of
the Company 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
directors may be removed by the affirmative votes of a majority of all the
directors 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.

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     Section 4. Qualifications. The chief executive officer and president shall
be a member of the board of directors, but no other officer need be a director.
One person may hold more than one office, except that no person shall be both
chief executive officer and president and secretary.

     Section 5. Chief Executive Officer and President. Subject to the control of
the board of directors and the provisions of these bylaws, the chief executive
officer and president shall be charged with the management of the affairs of the
company, and shall perform such duties as are not specifically delegated to
other officers of the Company. He shall be ex officio a member of all standing
committees except the nominating and personnel committee and the audit
committee. He shall report from time to time to the board of directors on the
affairs of the Company.

     Section 6. Secretary. The secretary shall give all required notices of
meetings of the board of directors and shareholders, and shall attend and act as
secretary at all meetings of the board and of the executive committee and
shareholders 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 directors, the executive committee, or the chief executive officer and
president.

     Section 7. Other Officers. The chief executive officer and president shall
determine the duties of the executive officers other than the 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 directors
the board shall appoint an executive committee, an investment committee, a
nominating and personnel committee, and an audit committee, 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
director. The board of directors, the executive committee, or the chairman may
appoint such other director committees and subcommittees as may from time to
time be found necessary or convenient for the proper conduct of the business of
the Company, and designate their duties.

     Section 2. Executive Committee. The executive committee shall consist of at
least five directors including the chairman and the chief executive officer and
president. Three members shall constitute a quorum. The executive committee
shall meet in

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regular meeting as it may from time to time determine, and in special meeting
whenever called by the chairman, and to the extent provided by law shall be
vested with full powers of the board of directors during intervals between the
meetings of the board in all cases in which specific instructions shall not have
been given by the board of directors and, in particular, said committee:

     (a) Shall have general supervision of the contracts issued by the Company,
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 directors.

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

     Section 3. Investment Committee. The investment committee shall consist of
the chief executive officer and president, four other directors, and such
additional directors, if any, as the board of directors or the executive
committee may appoint. Three members shall constitute a quorum.

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

     (b) The investment committee shall supervise the investment of the funds of
the Company in real estate and loans secured by real estate mortgages, and in
the purchase, sale, exchange or conversion of securities, and loans on
collateral. 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 directors. Three members shall constitute a
quorum. In the year following their appointment and each year thereafter the
committee shall nominate executive officers and members of the standing
committees for election at the annual meeting of the board of directors, shall
designate the principal officers of the Company, shall recommend to the board of
directors 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 directors to fill interim vacancies and shall recommend the
names of persons for election as directors 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.

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     Section 5. Audit Committee. The audit committee shall consist of five
directors. Three 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 Company as it may deem necessary.

     Section 6. Reports. Within a reasonable time after their meetings, all such
committees and subcommittees shall report their transactions to each director.


                                  ARTICLE FIVE

                       Salaries, Compensation and Pensions
                      to Directors, Officers and Employees

     Section 1. Salaries and Pensions. The Company 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, or to any salaried employee
of the Company 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 director thereof, unless such payment be first authorized by a vote of
the board of directors of the Company. The Company 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 of this section, who is paid a salary for his services shall
receive any other compensation, bonus or emolument from the Company, directly or
indirectly, except in accordance with a plan recommended by a committee of the
board and approved by the board of directors. The Company shall not grant any
pension to any officer or director, or to any member of his family after his
death, except that the Company 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 director or officer of the Company 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 Company or any
affiliate or subsidiary thereof, nor be pecuniarily interested either as
principal, coprincipal, agent or beneficiary, either directly or


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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 Company 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 Directors, Officers, and Employees

     The Company shall indemnify, in the manner and to the fullest 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 Company,
and whether civil, criminal, administrative, investigative or otherwise, by
reason of the fact that he or she or his or her testator or intestate is or was
a director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer or employee of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, if such director, officer or employee acted, in good faith, for a
purpose which he reasonably believed to be in, or in the case of service for any
other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the Company and
in criminal actions or proceedings, in addition, had no reasonable cause to
believe his or her conduct was unlawful. To the fullest extent permitted by law
such indemnification shall include judgments, fines, amounts paid in settlement,
and reasonable 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.

                                  ARTICLE SEVEN

                            Execution of Instruments

     The board of directors 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 annuities and instruments relating thereto, and all other
contracts and instruments in writing necessary for the Company in the management
of its affairs, and to attach the Company's seal thereto; and may further
authorize the extent to which such execution may be done by facsimile signature.


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                                  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 Company shall be circular in form and shall contain the
words "TIAA-CREF Life Insurance Company," which seal shall be kept in the
custody of the secretary of the Company and be affixed to all instruments
requiring such corporate seal.

                                   ARTICLE TEN

                                   Amendments

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

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