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 )*


                              GMH Communities Trust
                         ------------------------------

                                (Name of Issuer)

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

                         (Title of Class of Securities)

                                    36188G102
                         ------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2005
             -------------------------------------------------------
             (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              404,800

        6.      SHARED VOTING POWER            347,721

        7.      SOLE DISPOSITIVE POWER         404,800

        8.      SHARED DISPOSITIVE POWER       347,721

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                   752,521

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


11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.90%

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             404,800

        6.      SHARED VOTING POWER           0

        7.      SOLE DISPOSITIVE POWER        404,800

        8.      SHARED DISPOSITIVE POWER      0

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    404,800

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


11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.02%

12.     TYPE OF REPORTING PERSON

                                       IC



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           174,357

        7.      SOLE DISPOSITIVE POWER        0

        8.      SHARED DISPOSITIVE POWER      174,357

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    174,357

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


11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.44%

12.     TYPE OF REPORTING PERSON

                                       IA



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               173,364

        7.      SOLE DISPOSITIVE POWER            0

        8.      SHARED DISPOSITIVE POWER          173,364

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    173,367

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


11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.44%

12.     TYPE OF REPORTING PERSON

                                       IA



Item 1(a).        NAME OF ISSUER:

                           GMH Communities Trust

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

                           10 Campus Boulevard
                           Newton Square, PA 19073

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

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

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

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

                           Common Stock

Item 2(e).        CUSIP NUMBER:  36188G103

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).



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).



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).


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

Item 4.           OWNERSHIP.

                  (a) Aggregate amount beneficially owned: 752,521
                      (See Exhibit A)

                  (b) Percent of class: 1.90 %

                  (c) Powers of shares:

                        Sole Voting Power:                 404,800

                        Shared Voting Power:               347,721

                        Sole Dispositive Power:            404,800

                        Shared Dispositive Power:          347,721

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 10, 2006

                                        TEACHERS INSURANCE AND
                                        ANNUITY ASSOCIATION OF
                                        AMERICA

                                        By: /s/ Maureen M. Milet
                                           ---------------------
                                        Maureen M. Milet
                                        Compliance Officer

                                        TIAA-CREF INVESTMENT
                                        MANAGEMENT, LLC

                                        By: /s/ Maureen M. Milet
                                           ---------------------
                                        Maureen M. Milet
                                        Compliance Officer

                                        TEACHERS ADVISORS, INC.

                                        By: /s/ Maureen M. Milet
                                           ---------------------
                                        Maureen M. Milet
                                        Compliance Officer




                                    EXHIBIT A


ITEM 5.  OWNERSHIP.

Teachers Insurance and Annuity Association of America ("TIAA") presently holds
404,800 shares of Issuer's common stock for the benefit of TIAA Real Estate
Account, a separate account of TIAA. In addition, TIAA, as the parent of two
registered investment advisers, may be deemed to have indirect voting or
investment discretion over 347,721 shares of Issuer's common stock that are
beneficially owned by five registered investment companies--College Retirement
Equities Fund ("CREF"), TIAA-CREF Institutional Mutual Funds ("Institutional
Funds"), TIAA-CREF Mutual Funds ("Mutual Funds"), TIAA-CREF Life Funds ("Life
Funds") and TIAA Separate Account VA-1 ("VA-1"), 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 Institutional Funds, Mutual 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.