SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                   FILED PURSUANT TO RULES 13d-1(b), (c), AND
                        (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                                (Amendment No 1)*


                               Cogdell Spencer Inc
                         ------------------------------

                                (Name of Issuer)

                                  Common Stock
                         ------------------------------

                         (Title of Class of Securities)

                                    19238U107
                         ------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2006
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

        Check the appropriate box to designate the rule pursuant to which
                            this Schedule is filed:

                                (x) Rule 13d-1(b)
                                ( ) Rule 13d-1(c)
                                ( ) Rule 13d-1(d)

----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
                        (Continued on following page(s))







1. NAME OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   Teachers Insurance and Annuity Association of America, as parent of each of
   the Reporting Persons.
   I.R.S. # 13-1624203

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                        (b) ( )


3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5. SOLE VOTING POWER           0

         6. SHARED VOTING POWER         0

         7. SOLE DISPOSITIVE POWER      0

         8. SHARED DISPOSITIVE POWER    0

         9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                        0

        10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
            SHARES ( )


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.00%

12. TYPE OF REPORTING PERSON

                                       IC











1. NAME OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

   Teachers Insurance and Annuity Association of America, for the benefit
   of the TIAA Real Estate Account
   I.R.S. # 13-1624203

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                        (b) ( )


3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5. SOLE VOTING POWER           0

         6. SHARED VOTING POWER         0

         7. SOLE DISPOSITIVE POWER      0

         8. SHARED DISPOSITIVE POWER    0

         9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                        0

        10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
            SHARES ( )


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.00 %
12. TYPE OF REPORTING PERSON

                                       IC











1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Teachers Advisors, Inc.
    I.R.S. # 13-3760073

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                         (b) ( )


3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5. SOLE VOTING POWER        0

         6. SHARED VOTING POWER      337,400

         7. SOLE DISPOSITIVE POWER   0

         8. SHARED DISPOSITIVE POWER 337,400

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                     337,400

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    (  )


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      4.22%

12. TYPE OF REPORTING PERSON

                                       IA














1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    TIAA-CREF Investment Management, LLC
    I.R.S. #13-3586142

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                         (b) ( )


3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         5. SOLE VOTING POWER        0

         6. SHARED VOTING POWER      10,000

         7. SOLE DISPOSITIVE POWER   0

         8. SHARED DISPOSITIVE POWER 10,000

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                     10,000

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    (  )


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.13%

12. TYPE OF REPORTING PERSON

                                       IA










Item 1(a).        NAME OF ISSUER:

                           Cogdell Spencer, Inc.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                           4401 Barclay Downs Drive
                           Suite 300
                           Charlotte,NC  28209

Items 2(a)-2(c).           NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
                           CITIZENSHIP OF PERSONS FILING:

                           Teachers Insurance and Annuity Association of America
                           ("TIAA")
                           730 Third Avenue
                           New York, NY  10017
                           Citizenship:  New York

                           Teachers Advisors, Inc. ("Advisors")
                           730 Third Avenue
                           New York, NY  10017
                           Citizenship:  Delaware

                           TIAA-CREF Investment Management, LLC
                           ("Investment Management")
                           730 Third Avenue
                           New York, NY  10017
                           Citizenship:  Delaware


Item 2(d).        TITLE OF CLASS OF SECURITIES:

                           Common Stock

Item 2(e).        CUSIP NUMBER:  19238U107

Item 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
                  OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:




TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      (x)      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      ( )      An investment adviser in accordance with Rule 13d-1(b)(1)
                  (ii)(E).




(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the
                  Investment Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).




TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      (x)      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      ( )      An investment adviser in accordance with
                  Rule 13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).




ADVISORS

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      (x)      An investment adviser in accordance with
                  Rule 13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the
                  Investment Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).









INVESTMENT MANAGEMENT

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      (x)      An investment adviser in accordance with
                  Rule 13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the
                  Investment Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).






If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )

Item 4.           OWNERSHIP.

                  (a) Aggregate amount beneficially owned: 347,400
                      (See Exhibit A)

                  (b) Percent of class: 4.34%

                  (c) Powers of shares:

                           Sole Voting Power:                 0

                           Shared Voting Power:               347,400

                           Sole Dispositive Power:            0

                           Shared Dispositive Power:          347,400



Item 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

          If this  statement  is being  filed to report  the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more  than  five  percent  of the  class of  securities,  check the
          following (x). See Exhibit A

Item 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.



                  Not Applicable

Item 7.           IDENTIFICATION  AND  CLASSIFICATION  OF  THE  SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT  HOLDING
                  COMPANY.

                  Not Applicable

Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Not Applicable


Item 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not Applicable

Item 10.          CERTIFICATION.

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  the  securities  and  were  not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.

                  SIGNATURE.

                  After  reasonable  inquiry and to the best of my knowledge and
                  belief,  I  certify  that the  information  set  forth in this
                  statement is true, complete and correct.

                  Date: February 14, 2007


                                               TEACHERS INSURANCE AND
                                               ANNUITY ASSOCIATION OF
                                               AMERICA

                                               By: /s/ Paul Szeto
                                                   --------------
                                               Paul Szeto
                                               Managing Director


                                               TEACHERS ADVISORS, INC.

                                               By: /s/ Paul Szeto
                                                   --------------
                                               Paul Szeto
                                               Managing Director

                                               TIAA-CREF INVESTMENT
                                               MANAGEMENT, LLC

                                               By: /s/ Paul Szeto
                                                   --------------
                                               Paul Szeto
                                               Managing Director





                                    EXHIBIT A


ITEM 5.  OWNERSHIP.

Teachers Insurance and Annuity Association of America ("TIAA") held shares of
Issuer's common stock for the benefit of TIAA Real Estate Account, a separate
account of TIAA. TIAA no longers holds the Issuer's common stock. In addition,
TIAA, as the parent of two registered investment advisers, may be deemed to have
indirect voting or investment discretion over 347,400 shares of Issuer's common
stock that are beneficially owned by three registered investment
companies--College Retirement Equities Fund ("CREF), TIAA-CREF Institutional
Mutual Funds ("Institutional Funds"), and TIAA-CREF Life Funds ("Life Funds") as
well as the TIAA-CREF Asset Management Commingled Funds Trust I ("TCAM
Funds")--whose investment advisers are TIAA-CREF Investment Management, LLC (in
the case of CREF) and Teachers Advisors, Inc.(in the case of Mutual Funds,
Institutional Funds, Life Funds, VA-1 and TCAM Funds), both of which are wholly
owned subsidiaries of TIAA. TIAA is reporting the combined holdings of these
entities for the purpose of administrative convenience. These shares were
acquired in the ordinary course of business, and not with the purpose or effect
of changing or influencing control of the Issuer. The filing of this statement
should not be construed as an admission that TIAA is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner
of these shares.